Filed 2026-03-23 · Period ending 2025-12-31 · 67,964 words · SEC EDGAR
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# Cartesian Growth Corp III (CGCT) — 10-K **Filed:** 2026-03-23 **Period ending:** 2025-12-31 **Accession:** 0001104659-26-032882 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2049662/000110465926032882/) **Origin leaf:** 16a0f3068de5a1a5a2485386f490c4ba91fc537b877be319a2639818d575e967 **Words:** 67,964 --- **Table of Contents UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM****10-K** **(Mark One)** **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **For the fiscal year ended****December 31, 2025** **OR** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **For the transition period from to ** **Commission file number:****001-42629** **CARTESIAN GROWTH CORPORATION III** **(Exact name of registrant as specified in its charter)** | Cayman Islands | | N/A | | | (State or other jurisdiction ofincorporation or organization) | | (I.R.S. Employer Identification No.) | | | 505 Fifth Avenue, 15th Floor New York, New York | | 10017 | | | (Address of principal executive offices) | | (Zip Code) | | **Registrants telephone number, including area code: (****212****)****461-6363** **Securities registered pursuant to Section12(b)of the Act:** | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | | | Units, each consisting of one Class A Ordinary Share and one-half of one redeemable warrant | | CGCTU | | The Nasdaq Stock Market LLC | | | Class A Ordinary Shares, par value $0.0001 per share | | CGCT | | The Nasdaq Stock Market LLC | | | Warrants, each whole warrant exercisable for one Class A Ordinary Share, at an exercise price of $11.50 | | CGCTW | | The Nasdaq Stock Market LLC | | **Securities registered pursuant to Section 12(g) of the Act:** **None** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | | | | | | | Large accelerated filer | | Accelerated filer | | | | Non-accelerated filer | | Smaller reporting company | | | | | | Emerging growth company | | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No The aggregate market value of the voting stock held by non-affiliates of the Registrant on June 30, 2025, based upon the closing price of $10.06 of the Registrants common stock as reported on the Nasdaq Capital Market, was approximately $277,656,000. Common stock held by each officer and director and by each person known to the registrant who owned 10% or more of the outstanding voting and non-voting common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March 18, 2026, there were 27,600,000 Class A ordinary shares, par value $0.0001 per share, and 6,900,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding. [Table of Contents](#TOC) TABLE OF CONTENTS | PART I | | | | | | | | | | Item 1. | Business | 5 | | | Item 1A. | Risk Factors | 10 | | | Item 1B. | Unresolved Staff Comments | 55 | | | Item 1C. | Cybersecurity | 55 | | | Item 2. | Properties | 55 | | | Item 3. | Legal Proceedings | 55 | | | Item 4. | Mine Safety Disclosures | 55 | | | | | | | | PART II | | | | | | | | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 56 | | | Item 6. | [Reserved] | 56 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 57 | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 60 | | | Item 8. | Financial Statements and Supplementary Data | 60 | | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 61 | | | Item 9A. | Controls and Procedures | 61 | | | Item 9B. | Other Information | 61 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 61 | | | | | | | | PART III | | | | | | | | | | Item 10. | Directors, Executive Officers and Corporate Governance | 62 | | | Item 11. | Executive Compensation | 66 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 66 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 68 | | | Item 14. | Principal Accountant Fees and Services | 70 | | | | | | | | PART IV | | | | | | | | | | Item 15. | Exhibits and Financial Statement Schedules | 71 | | | Item 16. | Form 10-K Summary | 72 | | | SIGNATURES | 73 | | 1 [Table of Contents](#TOC) **CERTAIN TERMS** Unless otherwise stated in this Annual Report on Form 10-K (this Annual Report) or unless the context otherwise requires references to: | | we, us, company or our company means Cartesian Growth Corporation III, a Cayman Islands exempted company; | | | | Class A ordinary shares means the Class A ordinary shares, par value $0.0001 per share, of the company; | | | | Class B ordinary shares means the Class B ordinary shares, par value $0.0001 per share, of the company; | | | | Companies Act means the Companies Act (As Revised) of the Cayman Islands, as the same may be amended from time to time; | | | | DirectorCo means CGC III Sponsor DirectorCo LLC, a Cayman Islands limited liability company; | | | | equity-linked securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A ordinary shares issued in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt; | | | | founder shares means the Class B ordinary shares initially purchased by our sponsor and DirectorCo in a private placement prior to the initial public offering, and the Class A ordinary shares that were issued upon the voluntary conversion of the Class B ordinary shares at the election of the holders thereof, or that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination, or earlier at the option of the holders thereof, as described in our amended and restated memorandum and articles of association (for the avoidance of doubt, such shares of our Class A ordinary shares will not be public shares); | | | | initial shareholders means the sponsor, DirectorCo and the other holders of our founder shares prior to the closing of the initial public offering; | | | | Investment Company Act means Investment Company Act of 1940, as amended; | | | | management or our management team means the executive officers and directors of the company; | | | | ordinary resolution means a resolution of the company passed by a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter (or such lower threshold as may be allowed under the Companies Act from time to time); | | | | ordinary shares means the Class A ordinary shares and the Class B ordinary shares; | | | | private placement warrants means the warrants issued to our sponsor and Cantor Fitzgerald & Co. in a private placement simultaneously with the closing of the initial public offering; | | | | public shares and public warrants mean the Class A ordinary shares and warrants, respectively, which were sold as part of the units in the initial public offering (whether they were purchased in the initial public offering or thereafter in the open market); | | | | public shareholders and public warrant holders means the holders of our public shares and public warrants, respectively, including our initial shareholders and management team to the extent they purchase public shares or public warrants, provided that each such holders status as a public shareholder or public warrant holder shall exist only with respect to such public shares or public warrants; | | 2 [Table of Contents](#TOC) | | Securities Act means the Securities Act of 1933, as amended; | | | | sponsor means CGC III Sponsor LLC, a Cayman Islands limited liability company; and | | | | trust account means the trust account with Continental Stock Transfer & Trust Company acting as trustee established for the benefit of our public shareholders | | | | warrants are to our public warrants and private placement warrants. | | 3 [Table of Contents](#TOC) **CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS** This Annual Report contains forward-looking statements, which reflect our current views with respect to future events and financial performance, and any other statements of a future or forward-looking nature, constitute forward-looking statements for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our managements expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipate, believe, continue, could, estimate, expect, intend, may, might, plan, possible, potential, predict, project, should, would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about: | | our ability to select an appropriate target business or businesses; | | | | our ability to complete our initial business combination; | | | | our expectations around the performance of the prospective target business or businesses; | | | | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; | | | | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; | | | | our potential ability to obtain additional financing to complete our initial business combination; | | | | our pool of prospective target businesses; | | | | the adverse impacts of certain events (such as terrorist attacks, natural disasters or a significant outbreak of infectious diseases) on our ability to consummate an initial business combination; | | | | the ability of our officers and directors to generate a number of potential business combination opportunities; | | | | our public securities potential liquidity and trading; | | | | the lack of a market for our securities; | | | | the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; | | | | the trust account not being subject to claims of third parties; or | | | | our financial performance. | | The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading Risk Factors elsewhere in this Annual Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under Risk Factors in Part I, Item 1A may not be exhaustive. 4 [Table of Contents](#TOC) **PART I** **Item 1. Business** **Introduction** We are a blank check company incorporated on October 29, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, or reorganization or engaging in any other similar business combination with one or more businesses or entities, which we refer to throughout this Annual Report as our initial business combination. While we may pursue our initial business combination in any business industry or sector, we have initially focused on seeking high-growth businesses with proven or potential transnational operations or outlooks in order to capitalize on the experience, reputation, and network of our management team. Furthermore, we seek target businesses where we believe we will have an opportunity to drive ongoing value creation after our initial business combination is completed, as our management team has done with multiple investments over a wide range of sectors, industries and geographical locations. **Initial Public Offering** On May 5, 2025, we consummated the initial public offering of 27,600,000 units, including the full exercise by the underwriters of their over-allotment option, at a purchase price of $10.00 per unit, generating total gross proceeds of $276,000,000. Simultaneously with the closing of the initial public offering, we consummated the sale of 6,800,000 private placement warrants, each exercisable for one Class A ordinary share at a price of $11.50 per share, in a private placement to the Sponsor and Cantor Fitzgerald& Co. (Cantor), the representative of the underwriters of the initial public offering, at a price of $1.00 per warrant, generating gross proceeds of $6,800,000. A total of $276,000,000 ($10.00 per unit) of the net proceeds from the initial public offering, including the full exercise of the over-allotment option and a portion of the net proceeds from the sale of the private placement warrants, was placed in the trust account. Transaction costs of the initial public offering amounted to $18,821,468, consisting of $4,800,000 of underwriting commissions, $13,140,000 of deferred underwriting commissions and $881,468 of other offering costs. **Management Expertise** Our sponsor is an affiliate of Cartesian Capital Group, LLC (Cartesian), a global private equity firm and registered investment adviser headquartered in New York City, New York. Cartesian has extensive experience providing growth capital to companies around the world. Since its inception in 2006, Cartesian has managed more than $3 billion in committed capital. Cartesian was founded by Peter Yu, our Chairman and Chief Executive Officer, who previously founded and served as Chief Executive Officer of AIG Capital Partners, Inc. (AIGCP), a leading international private equity firm with over $4.5 billion in committed capital. Cartesians team currently consists of 21 professionals, who together have more than 300 years of international private equity experience. Collectively, the Cartesian team has executed more than 55 market-leading investments across 30 countries. Over the years, the Cartesian team has developed an extensive network of relationships, particularly in North America, Europe, South America, and Asia, and an established record of innovative and opportunistic investing, consistent discipline, and significant value creation for all stakeholders. We believe our team has the required analytic, financial, and operational expertise to complete a successful initial business combination and generate attractive risk-adjusted returns for our shareholders. **Business Strategy** Our acquisition and value-creation strategy is to identify and combine with an established high-growth company that can benefit from both a constructive combination and continued value-creation by our management team. We believe that our management teams cycle-tested and distinctive investment approach will contribute to a successful initial business combination and the continued development of the combined company. This approach involves a growth-oriented strategy and disciplined value-creation which we believe the Cartesian team has consistently maintained and refined for over more than 20 years. 5 [Table of Contents](#TOC) Cartesians strategy is to provide growth capital to closely-held firms and assist their development as world-class multinational companies. Our management team has built numerous market-leading transnational companies across a wide range of sectors, regions, and countries. As growth-capital investors, our management team has generated investment returns through intelligent growth and thoughtful internationalization of businesses in cooperation with incumbent owners and management teams. We believe this proven, partnership-driven, skill set should be particularly attractive to potential target companies. In terms of value-creation, our management team has helped companies develop through organic growth, targeted combinations, opportunistic aggregation of individual assets, and fundamental transformations. Our team has worked closely with management teams to develop new market-entry strategies, evaluate acquisition and disposal targets, and implement risk management, business intelligence, and strategic planning functions. We believe that this extensive track record of value creation should also enhance our ability to complete a successful business combination. For more than 20 years, the Cartesian team has employed a consistent strategy to identify and create investment opportunities focusing on long-term continuities and short-term dislocations. We define continuities as large-scale forces (e.g., demographic, industrial, technological) driving global economic change over a multi-decadal period. We define dislocations as inefficiencies that result in a temporary divergence between value and price, whether fueled by macroeconomic, sectoral, corporate, or even familial events. We will employ this same approach to identify potential target businesses. From our longstanding practice, we have developed an extensive network of relationships with commercially successful families and privately held businesses in a wide range of industries and sectors around the world. We have worked closely with the advisors to those families and businesses, who often refer projects, companies, and potential partners to us. We will draw on this network as well as our expertise and relationships globally to develop a robust flow of acquisition opportunities. **Acquisition Criteria** Consistent with our business strategy, we have identified the following general criteria and guidelines that we consider relevant in evaluating prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet any of these criteria and guidelines. We intend to seek to acquire target businesses that: | | we believe have meaningful and attractive high-growth potential, whether organic or inorganic; | | | | have been identified through a proprietary process rather than a competitive process; | | | | we believe have proven business models as we do not intend to assume risks of unproven technologies; | | | | have significant transnational operations or attractive potential for transnational operations; | | | | operate in a manner consistent with the United Nations Principles for Responsible Investment or can promptly be aligned to operate in accordance with such principles; | | | | are led by proven management teams; | | | | are owned in large part by a family, management team and/or sponsor that will retain a significant portion of the equity capital of the business after our initial business combination; | | | | are supportive of and welcome additional value-creation and institution-building efforts, including enhanced corporate governance and financial transparency, expanded business intelligence and strategic planning activity and improved risk management capabilities; and | | | | are willing to participate in our initial business combination on terms that will offer an attractive valuation for our shareholders. | | 6 [Table of Contents](#TOC) These criteria and guidelines are not intended to be exhaustive or inviolate. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors and criteria that our management may deem relevant. In the event that we decide to enter into an initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination, which would be in the form of proxy solicitation or tender offer materials, as applicable, that we would file with the Securities and Exchange Commission (the SEC). **Initial Business Combination** Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable, if any, on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If we do not obtain a fairness opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority (FINRA) or from an independent accounting firm, with respect to such criteria, the fair market value of such a target would be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and/or book value, discounted cash flow valuation, or value of comparable businesses. We can provide no assurances that our management teams expertise will guarantee a successful initial business combination. In addition, our management team is not required to devote a significant or certain amount of time to our businesses and our management team is currently devoting time to, and is involved with, other businesses. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. We have until the date that is 24 months from the closing of the initial public offering, or until such earlier date as our board of directors may approve, to consummate an initial business combination (the Completion Window). We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the outstanding equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. Nasdaq rules require that our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable, if any, on the income earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as our initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. **Our Acquisition Process** In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We also expect to utilize our operational and capital planning experience. Given our experience, we will have the capacity to appropriately source opportunities and conduct a substantial portion of due diligence ourselves, relying less on third parties than many other similar companies. 7 [Table of Contents](#TOC) We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, or any of their respective affiliates, although we do not intend to do so. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view. Certain of our officers and directors presently have, and any of them in the future may have additional fiduciary or contractual obligations to other entities pursuant to which such officer or director may be required to present a business combination opportunity to such entities. Any such companies, businesses or investments may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing such opportunities. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us. If any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity first and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our business combination. In addition, we may, at our option, pursue an affiliated joint acquisition with an entity to which an officer or director has a fiduciary or contractual obligation. Any such parties may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by undertaking a specified future issuance to such parties. **Human Capital Resources** We currently have two executive officers. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process. We do not intend to have any full-time employees prior to the consummation of our initial business combination. **Our Website** Our corporate website address is https://www.cartesiangrowth.com/cgc3. The information contained on or accessible through our corporate website or any other website that we may maintain is not incorporated by reference into this report. **Periodic Reporting and Audited Financial Statements** We have registered our units, Class A ordinary shares and public warrants under the Securities Exchange Act of 1934, as amended (the Exchange Act), and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants. We will provide shareholders with audited financial statements of the prospective target business as part of the tender offer materials or proxy solicitation materials sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, generally accepted in the United States of America (GAAP), international financing reporting standards as issued by the International Accounting Standards Board (IFRS), depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB). These financial statement requirements may limit the pool of potential targets we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material. 8 [Table of Contents](#TOC) We will be required to comply with the internal control requirements of the Sarbanes-Oxley Act beginning with our Annual Report on Form10-K for the year ending December31, 2026. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures audited. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. On May 1, 2025, we filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the end of that years second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to emerging growth company shall have the meaning associated with it in the JOBS Act. 9 [Table of Contents](#TOC) **Item 1A. Risk Factors** **Summary Risk Factors** *Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled Risk Factors, below. The occurrence of one or more of the events or circumstances described in the section titled Risk Factors, alone or in combination with other events or circumstances, may adversely affect our ability to effect an initial business combination, and may have an adverse effect on our business, cash flows, financial condition and results of operations. Such risks include, but are not limited to:* | | We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective. | | | | Our independent registered public accounting firms report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. | | | | Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. | | | | Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. | | | | Our initial shareholders will control the appointment of our board of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, they will appoint all of our directors prior to the consummation of our initial business combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support. | | | | If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Additionally, assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares at a general meeting of the company, that all founder shares are voted in favor of a proposal to approve an initial business combination, and that no additional proposal requiring an approval threshold higher than that of an ordinary resolution is required to approve such initial business combination, we would not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. | | | | The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. | | | | The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us. | | | | The requirement that we complete our initial business combination within the Completion Window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. | | | | If we seek shareholder approval of our initial business combination, our initial shareholders, directors, officers or their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares or public warrants. | | 10 [Table of Contents](#TOC) | | You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. | | | | Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions. | | | | The nominal purchase price paid by our initial shareholders for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our initial shareholders are likely to make a substantial profit on their investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline. | | | | The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per public share. | | | | You will not be entitled to protections normally afforded to investors of other blank check companies subject to Rule 419 of the Securities Act. | | | | Past performance by our management team and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company. | | | | To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of investments in the trust account, we would likely receive less interest on the funds held in the trust account, which would likely reduce the dollar amount our public shareholders would receive upon any redemption or liquidation. | | | | If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination. | | | | Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations. | | | | Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing global conflicts. | | | | Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination. | | | | The other risks and uncertainties discussed in Risk Factors and elsewhere in this Annual Report. | | You should carefully consider these and the other risks set forth in the section entitled Risk Factors of this Annual Report. 11 [Table of Contents](#TOC) **Risk Factors** *An investment in our securities involves a high degree of risk. You should carefully consider all of the risks described below, together with the other information contained in this Annual Report. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.* **Risks Relating to Our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks** Our independent registered public accounting firms report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. As of December 31, 2025, we had a working capital deficit of $94,730 (excluding deferred offering costs). Further, we expect to incur significant costs in pursuit of our acquisition plans. Managements plans to address this need for capital are discussed in the section of this Annual Report entitled Managements Discussion and Analysis of Financial Condition and Results of Operations. Our plans to raise capital and to consummate our initial business combination may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. We may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such approval, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination. Additionally, assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares at a general meeting of the company, that all founder shares are voted in favor of a proposal to approve an initial business combination, and that no additional proposal requiring an approval threshold higher than that of an ordinary resolution is required to approve such initial business combination, we would not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. If we seek shareholder approval of our initial business combination, our initial shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote. Additionally, assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their shares at a general meeting of the company, that all founder shares are voted in favor of a proposal to approve an initial business combination, and that no additional proposal requiring an approval threshold higher than that of an ordinary resolution is required to approve such initial business combination, we would not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. Our initial shareholders own 20% of our issued and outstanding ordinary shares following the completion of our initial public offering. 12 [Table of Contents](#TOC) Our initial shareholders and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. As a result, in addition to our initial shareholders founder shares, we would need 10,350,001, or 37.5%, of the 27,600,000 public shares issued and outstanding to be voted in favor of an initial business combination in order to have our initial business combination approved, assuming all outstanding shares are voted. Assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association, vote their ordinary shares at a general meeting of the company, that all founder shares are voted in favor of a proposal to approve an initial business combination, and that no additional proposal requiring an approval threshold higher than that of an ordinary resolution is required to approve such initial business combination, we would not need any public shares in addition to our founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial business combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business combination (aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction) will increase the likelihood that an ordinary resolution will be passed, being the requisite shareholder approval for such initial business combination. Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash. At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Because our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, your only opportunity to effect your investment decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commissions and after such redemptions, the per share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting commissions. The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target. We may seek to enter into a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Consequently, if accepting all properly submitted redemption requests would not allow us to satisfy a closing condition as described above, we would not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. 13 [Table of Contents](#TOC) The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us. At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination. In addition, the amount of the deferred underwriting compensation payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting compensation and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting compensation. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. As a result, our obligations to redeem public shares for which redemption is requested and to pay the deferred underwriting commissions may not allow us to complete the most desirable business combination or optimize our capital structure. In addition, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provisions of the Class B ordinary shares result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure and may result in substantial dilution from your purchase of our Class A ordinary shares. The effect of this dilution will be greater for shareholders who do not redeem. The amount of the deferred underwriting compensation payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination, which may further dilute your investment. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting compensation and after such redemptions, the per share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting compensation. We may not be able to generate sufficient value from the completion of our initial business combination in order to overcome the dilutive impact of these and other factors, and, accordingly, you may incur a net loss on your investment. Please see Risks Relating to Our Securities The nominal purchase price paid by our initial shareholders for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our initial shareholders are likely to make a substantial profit on their investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline. The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market. 14 [Table of Contents](#TOC) The requirement that we complete our initial business combination within the Completion Window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders. Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within the Completion Window. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. The length of time it may take us to complete our diligence and negotiate a business combination may reduce the amount of time available for us to ultimately complete an initial business combination should such diligence or negotiations not lead to a consummated initial business combination. We may not be able to complete our initial business combination within the Completion Window, in which case we would redeem our public shares. We may not be able to find a suitable target business and complete our initial business combination within the Completion Window. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial business combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may only receive $10.00 per share, or possibly less, and our warrants will expire without value to the holder. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares. See *If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share* and other risk factors described in this Risk Factors section. We may decide not to extend the term we have to consummate our initial business combination, in which case we would redeem our public shares, and the warrants may be worthless. We have until the date that is 24 months from the closing of our initial public offering, or until such earlier date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. However, we may decide not to seek to extend the date by which we must consummate our initial business combination. If we do not seek to extend the date by which we must consummate our initial business combination, and we are unable to consummate our initial business combination within the Completion Window, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the warrants may be worthless. 15 [Table of Contents](#TOC) If we seek shareholder approval of our initial business combination, our initial shareholders, directors, officers or their affiliates may elect to purchase shares or public warrants from public shareholders, which may influence a vote on a proposed business combination and reduce the public float of our Class A ordinary shares or public warrants. If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our initial shareholders, directors, officers or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our initial shareholders, directors, officers or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. It is intended that, if Rule 10b-18 would apply to purchases by our initial shareholders, directors, officers or their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our initial shareholders, directors, officers or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to purchase public shares, rights or warrants in such transactions. The purpose of any such transactions could be to (1) increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding and/or increase the likelihood of approval on any matters submitted to the public warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public float of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our initial shareholders, directors, officers or their affiliates were to purchase public shares or warrants from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following: | | our registration statement/proxy statement filed for our business combination transaction would disclose the possibility that our initial shareholders, directors, officers or their affiliates may purchase public shares or warrants from public shareholders outside the redemption process, along with the purpose of such purchases; | | | | if our initial shareholders, directors, officers or their affiliates were to purchase public shares or warrants from public shareholders, they would do so at a price no higher than the price offered through our redemption process; | | | | our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our initial shareholders, directors, officers or their affiliates would not be voted in favor of approving the business combination transaction; | | | | our initial shareholders, directors, officers or their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and | | | | we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items: | | 16 [Table of Contents](#TOC) | | the amount of our securities purchased outside of the redemption offer by our initial shareholders, directors, officers, or their affiliates, along with the purchase price; | | | | the purpose of the purchases by our initial shareholders, directors, officers or their affiliates; | | | | the impact, if any, of the purchases by our initial shareholders, directors, officers or their affiliates on the likelihood that the business combination transaction will be approved; | | | | the identities of our security holders who sold to our initial shareholders, directors, officers or their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our initial shareholders, directors, officers or their affiliates; and | | | | the number of our securities for which we have received redemption requests pursuant to our redemption offer. | | **If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.** We will comply with the proxy rulesor tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in street name, to, at the holders option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to twobusinessdays prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent twobusinessdays prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. **You will not be entitled to protections normally afforded to investors of other blank check companies subject to Rule419 of the Securities Act.** Because the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete one or more initial business combinations with a target business or businesses that have not been selected, we may be deemed to be a blank check company under the UnitedStates securities laws. However, we are exempt from rulespromulgated by the SEC to protect investors in blank check companies, such as Rule419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our respective business combinations than do companies subject to Rule419. Moreover, if the initial public offering were subject to Rule419, that rulewould prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us or in connection with our completion of an initial business combination. 17 [Table of Contents](#TOC) **If we seek shareholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a group of shareholders are deemed to hold in excess of 15% of our ClassA ordinary shares, you may lose the ability to redeem all such shares in excess of 15% of our ClassA ordinary shares.** If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a group (as defined under Section13 of the ExchangeAct), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the initial public offering, which we refer to as the Excess Shares, without our prior consent. However, we would not be restricting our shareholders ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss. **Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.** We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other SPACs (including CGC II) and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess technical, human and other resources that are similar to or greater than ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.00 per share on the redemption of their shares. See * If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share* and other risk factors described in this Risk Factors section. If the net proceeds net proceeds from our initial public offering and simultaneous private placement not being held in the trust account are insufficient to allow us to operate for at least the duration of the completion window, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we may depend on loans from our sponsor or management team to fund our search and to complete our initial business combination. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a no-shop provision (a provision in letters of intent or merger agreements designed to keep target businesses from shopping around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. 18 [Table of Contents](#TOC) **If the net proceeds from our initial public offering and simultaneous private placement not being held in the trust account are insufficient to allow us to operate until the completion of the business combination, we will depend on loans from the Sponsor or management team to complete the business combination.** As of December 31, 2025, $629,163 was available to us outside of the trust account to fund our working capital requirements. While we believe that the funds available to us outside of the trust account are be sufficient to allow us to operate through the completion of a potential business combination, we cannot assure you that our estimate is accurate. Neither the sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon consummation of a business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender, which conversion may result in material dilution to our public shareholders. Such warrants would be identical to the private placement warrants in conjunction with our initial public offering. We do not expect to seek loans from parties other than the sponsor or an affiliate of the sponsor prior to the consummation of a business combination, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in trust account. If we are unable to complete a business combination within the required time period because we do not have sufficient funds available to us, we may be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.27 per share (based on the trust account balance as of December 31, 2025), or possibly less, on the redemption of their shares. **If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount received by shareholders may be less than $10.00 per share.** Our placing of funds in the trust account may not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third partys engagement would be in the best interests of the company under the circumstances. CBIZ CPAs P.C., our independent registered public accounting firm, and the underwriters of our initial public offering will not execute agreements with us waiving such claims to the monies held in the trust account. 19 [Table of Contents](#TOC) Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10years following redemption. Accordingly, the per share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for our independent registered public accounting firm), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i)$10.00 per public share and (ii)the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable (but without deduction for any excise or similar tax that may be due or payable), provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsors only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. **Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.** In the event that the proceeds in the trust account are reduced below the lesser of (i)$10.00 per public share and (ii)the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case less taxes payable (but without deduction for any excise or similar tax that may be due or payable), and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share. **We may not have sufficient funds to satisfy indemnification claims of our directors and officers.** We have agreed to indemnify our officers and directors to the fullest extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i)we have sufficient funds outside of the trust account or (ii)we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholders investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. 20 [Table of Contents](#TOC) **If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.** If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either a preferential transfer or a fraudulent conveyance, preference or disposition. As a result, a liquidator or a bankruptcy or other court could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to us or our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. **If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.** If, before distributing the proceeds in the trust account to our public shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, the per share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. **Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.** We are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination, and results of operations. On January24, 2024, the SEC adopted a series of new rulesrelating to SPACs (the SPAC Rules) requiring, among other items, (i)additional disclosures relating to SPAC business combination transactions; (ii)additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings and de-SPAC transactions; (iii)the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; and (iv)both the SPAC and the target companys status as co-registrants on de-SPAC registration statements. In addition, the SECs adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals. Compliance with the SPAC Rulesand related guidance may increase the costs of and the time needed to negotiate and complete an initial business combination and may constrain the circumstances under which we could complete an initial business combination. 21 [Table of Contents](#TOC) **If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.** As described in the risk factor above entitled *Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations,* the SECs adopting release with respect to the SPAC Rulesprovided guidance describing the extent to which SPACs could become subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company will be a question of facts and circumstances. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. We can give no assurance that a claim will not be made that we have been operating as an unregistered investment company. If we are deemed to be an investment company under the Investment Company Act, we may have to change our operations, wind down our operations, or register as an investment company under the Investment Company Act. Our activities may be restricted, including: | | restrictions on the nature of our investments; and | | | | restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. | | In addition, we may have imposed upon us burdensome requirements, including: | | registration as an investment company; | | | | adoption of a specific form of corporate structure; and | | | | reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. | | In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading investment securities constituting more than 40% of our total assets (exclusive of U.S.government securities and cash items) on an unconsolidated basis. We are mindful of the SECs investment company definition and guidance and intend to identify and complete an initial business combination with an operating business, and not with an investment company, or to acquire minority interests in other businesses exceeding the permitted threshold. We do not believe that our activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account will initially be invested only in U.S.government treasury obligations with a maturity of 185days or less or in money market funds meeting certain conditions under Rule2a-7 under the Investment Company Act which invest only in direct U.S.government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. Pursuant to the trust agreement, the trustee is not permitted to invest in securities or assets other than as described above. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an investment company within the meaning of the Investment Company Act. 22 [Table of Contents](#TOC) We are aware of litigation claiming that certain SPACs should be considered to be investment companies. Although we believe that these claims were without merit, we cannot guarantee that we will not be deemed to be an investment company and thus subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business combination or may result in our winding down our operations and our liquidation. If we are unable to complete our initial business combination, our public shareholders may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless, and our public shareholders would also lose the possibility of an investment opportunity in a target company as well as any potential price appreciation in the combined company following a business combination. **To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of investments in the trust account, we would likely receive less interest on the funds held in the trust account, which would likely reduce the dollar amount our public shareholders would receive upon any redemption or liquidation.** The funds held in the trust account are held only in U.S.government treasury obligations with a maturity of 185days or less or in money market funds investing solely in U.S.government treasury obligations and meeting certain conditions under Rule2a-7under the Investment Company Act and in cash or cash like items (including demand deposit accounts) at a bank. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section3(a)(1)(A)of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time (based on our management teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct Continental Stock Transfer& Trust Company, the trustee with respect to the trust account, to liquidate the U.S.government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash or in an interest bearing demand deposit account at a bank until the earlier of the consummation of our initial business combination or our liquidation. Following such liquidation, we would likely receive less interest on the funds held in the trust account than we would earn if the trust account remained invested in U.S.government treasury obligations with a maturity of 185days or less or in money market funds investing solely in U.S.government treasury obligations and meeting certain conditions under Rule2a-7under the Investment Company Act. However, interest previously earned on the funds held in the trust account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the investments held in the trust account and thereafter to hold all funds in the trust account in cash or in an interest bearing demand deposit account at a bank could reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of our company as compared to what they would have received had the investments not been so liquidated. Notwithstanding the measures set forth above, we may still be deemed to be an investment company. The longer that the funds in the trust account are held in short-termU.S.government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that we may be deemed to be an unregistered investment company, in which case we may be required to liquidate. If our facts and circumstances change over time, we will update our disclosure to reflect how those changes impact the risk that we may be considered to be operating as an unregistered investment company. As disclosed above, we may determine, in our discretion, to liquidate the securities held in the trust account at any time and instead hold all funds in the trust account in an interest bearing demand deposit account or as cash or cash items at a bank, which could further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of our company as compared to what they would have received had the investments not been so liquidated. Were we to liquidate our company, our warrants would expire worthless, and our securityholders would lose the investment opportunity associated with an investment in the target company with which we could have consummated an initial business combination. In addition, upon moving the funds from the trust account to a deposit account, we would maintain the cash items in bank accounts which, at times, may exceed federally insured limits as guaranteed by the Federal Deposit Insurance Corporation (FDIC).While we would intend to place our deposits in high-qualitybanks, only a small portion of the funds in our trust account would be guaranteed by the FDIC. 23 [Table of Contents](#TOC) **Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global conflicts in the Middle East, Europe, and Latin America.** The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from ongoing conflicts, including but not limited to the Russia-Ukraine conflict, the Iran conflict, and the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (NATO) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to various nations in the Middle East, Europe, and Latin America, increasing geopolitical tensions among a number of nations. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacksagainst U.S.companies. Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from global conflicts, and subsequent sanctions or related actions, could adversely affect our search for and ability to consummate an initial business combination and any target business with which we may ultimately consummate an initial business combination. The extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this section. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate an initial business combination, or the operations of a target business with which we may ultimately consummate an initial business combination, may be materially adversely affected. **Military or other conflicts in Ukraine, the Middle East, Latin America or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.** Military or other conflicts in Ukraine, the Middle East, Latin America or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to identify a business combination target and consummate an initial business combination on acceptable commercial terms, or at all. **If we are unable to consummate our initial business combination within the Completion Window, our public shareholders may be forced to wait beyond 24months before redemption from our trust account.** If we are unable to consummate our initial business combination within the Completion Window, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the end of the Completion Window before the redemption proceeds of our trust account become available to them, and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto or amend certain provisions of our amended and restated memorandum and articles of association and only then in cases where investors have sought to redeem their ClassA ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business combination within the Completion Window and do not amend certain provisions of our amended and restated memorandum and articles of association prior thereto. 24 [Table of Contents](#TOC) **Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.** If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for fiveyears in the Cayman Islands. **We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our public shareholders to discuss company affairs with management, and the holders of our ClassA ordinary shares will not have the right to vote on the appointment or removal of directors or continuing the company in a jurisdiction outside the Cayman Islands until after the consummation of our initial business combination.** In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In addition, as holders of our ClassA ordinary shares, our public shareholders will not have the right to vote on the appointment or removal of directors or continuing the company in a jurisdiction outside the Cayman Islands until after the consummation of our initial business combination. **Because we are neither limited to evaluating a target business in a particular industry or sector, nor have we selected any target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target businesss operations.** Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue our initial business combination in any business industry or sector, we intend to focus on seeking high-growth businesses with proven or potential transnational operations or outlooks in order to capitalize on the experience, reputation, and network of our management team. Furthermore, we intend to seek target businesses where we believe we will have an opportunity to drive ongoing value creation after our initial business combination is completed, as our management team has done with multiple investments over a wide range of sectors, industries and geographical locations. However, our amended and restated memorandum and articles of association prohibit us from effectuating a business combination solely with another blank check company or similar company with nominal operations. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. In recentyears, a number of target businesses have underperformed financially post-business combination. There are no assurances that the target business with which we consummate our initial business combination will perform as anticipated. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. 25 [Table of Contents](#TOC) **We may seek business combination opportunities in industries or sectors that may be outside of our managements areas of expertise.** We will consider a business combination outside of our managements areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue a business combination outside of the areas of our managements expertise, our managements expertise may not be directly applicable to its evaluation or operation, and our managements expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value. **Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.** Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. **We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings, which could subject us to volatile revenues or earnings or difficulty in retaining key personnel.** To the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. **We are not required to obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view.** Unless we complete our initial business combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination. 26 [Table of Contents](#TOC) **We may issue additional ClassA ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue ClassA ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks.** Our amended and restated memorandum and articles of association authorizes the issuance of up to 200,000,000 ClassA ordinary shares, par value $0.0001 per share, 20,000,000 ClassB ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. We may issue a substantial number of additional ClassA ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue ClassA ordinary shares upon conversion of the ClassB ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein. However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business combination, except in connection with the conversion of ClassB ordinary shares into ClassA ordinary shares where the holders of such shares have waived any rights to receive funds from the trust account, we may not issue additional shares that would entitle the holders thereof to (i)receive funds from the trust account or (ii)vote as a class with public shares on any initial business combination. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares: | | may significantly dilute the equity interest of investors in the initial public offering, which dilution would increase if the anti-dilution provisions in the Class B ordinary shares resulted in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares; | | | | may subordinate the rights of holders of Class A ordinary shares if preference shares are issued with rights senior to those afforded our Class A ordinary shares; | | | | could cause a change in control if a substantial number of Class A ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; | | | | may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; | | | | may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants; and | | | | may not result in adjustment to the exercise price of our warrants. | | 27 [Table of Contents](#TOC) **Unlike some other similarly structured SPACs, our initial shareholders will receive additional ClassA ordinary shares if we issue certain shares to consummate an initial business combination.** The founder shares will automatically convert into ClassA ordinary shares (which such ClassA ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the trust account if we fail to consummate an initial business combination) concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional ClassA ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the initial public offering and related to or in connection with the closing of the initial business combination, the ratio at which ClassB ordinary shares convert into ClassA ordinary shares will be adjusted (unless the holders of a majority of the outstanding ClassB ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of ClassA ordinary shares issuable upon conversion of all ClassB ordinary shares will equal, in the aggregate, 20% of the sum of (i)the total number of all ClassA ordinary shares outstanding upon the completion of the initial public offering (excluding the ClassA ordinary shares underlying the private placement warrants), plus (ii)all ClassA ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial business combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii)any redemptions of ClassA ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Any conversion of ClassB ordinary shares described herein will take effect as a compulsory redemption of ClassB ordinary shares and an issuance of ClassA ordinary shares as a matter of Cayman Islands law. **We may issue our shares to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares at that time.** In connection with our initial business combination, we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.00 per share or lower, or at a price that approximates the per share amounts in our trust account at such time. The purpose of such issuances will be to enable us to provide sufficient liquidity and capital to the post-business combination entity. The price of the shares we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time. Any such issuances of equity securities could dilute the interests of our existing shareholders. **Because only holders of our ClassB ordinary shares have the right to vote on the appointment of directors, we are a controlled company within the meaning of Nasdaq rulesand, as a result, we may qualify for exemptions from certain corporate governance requirements.** Prior to the consummation of a business combination, only holders of our ClassB ordinary shares will have the right to vote on the appointment of directors. As a result, we are a controlled company within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a controlled company and may elect not to comply with certain corporate governance requirements, including the requirements that: | | we have a board that includes a majority of independent directors, as defined under the rules of Nasdaq; and | | | | we have a compensation committee of our board that is comprised entirely of independent directors with a written charter addressing the committees purpose and responsibilities. | | We currently do not intend to rely on the controlled company exemption but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements. 28 [Table of Contents](#TOC) **Resources could be wasted in researching business combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.** We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. **We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our initial shareholders, officers or directors, which may raise potential conflicts of interest.** In light of the involvement of our initial shareholders, officers and directors with other entities, we may decide to acquire one or more businesses or entities affiliated with or competitive with our initial shareholders, officers or directors and their respective affiliates or existing holders. Our officers and directors also serve as officers and/or board members for other entities. Such entities, including CGC II, may compete with us for business combination opportunities. Our initial shareholders, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our initial shareholders, officers or directors, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest. **Because our initial shareholders, officers and directors may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may have acquired after our initial public offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.** Pursuant to certain subscription agreements dated October29, 2024, on November12, 2024, our initial shareholders paid an aggregate of $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for an aggregate of 5,750,000 founder shares. The founder shares will be worthless if we do not complete an initial business combination, except to the extent they receive liquidating distributions from assets outside of the trust account. In addition, our sponsor and Cantor, the representative of the underwriters, purchased an aggregate of 6,800,000 private placement warrants in a private placement that closed simultaneously with the closing of our initial public offering. Of those 6,800,000 private placement warrants, our sponsor purchased 4,400,000 private placement warrants and Cantor has agreed to purchase 2,400,000 private placement warrants. The private placement warrants will be worthless if we do not complete our initial business combination. The personal and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the end of the Completion Window nears, which is the deadline for our completion of an initial business combination. 29 [Table of Contents](#TOC) **Our independent directors have a financial interest in our founder shares through DirectorCo. They acquired that interest at no cost. As a result, our independent directors have a financial interest in consummating an initial business combination, even if our shares decline in value after that business combination and our public shareholders experience losses in connection with their investment. However, if we do not consummate our initial business combination, the founder shares would be worthless. The financial interest of our independent directors in the founder shares may give rise to a potential conflict of interest in considering potential target businesses. You should consider this potential conflict of interest in deciding whether to invest in our securities and whether to redeem your shares at the time of our initial business combination.** Pursuant to certain subscription agreements dated October29, 2024, on November12, 2024, our sponsor and DirectorCo purchased an aggregate of 5,750,000 founder shares for a purchase price of $25,000, or approximately $0.004 per share. Our independent directors are members of DirectorCo and have a financial interest in DirectorCos founder shares. Our independent directors acquired that membership interest at no cost. Consequently, our independent directors may profit substantially if we consummate our initial business combination, even if our share price declines in value after that business combination and our public shareholders, who typically have purchased their units or shares for prices at or about $10.00 each, experience significant losses in connection with their investment. If we fail to consummate an initial business combination, however, the founder shares will be worthless, although in contrast our public shareholders will receive a pro rata distribution of the aggregate amount then on deposit in the trust account. As a result, the financial interest of our independent directors in our founder shares may prompt them to consider an initial business combination with a risky target business and/or on terms that may not be favorable to our public shareholders, particularly as the end of the Completion Window nears, which is the deadline for our completion of an initial business combination. You should consider our independent directors potential conflict of interest when deciding whether to invest in our securities and you should consider this potential conflict of interest when you decide whether to redeem your shares at the time of our initial business combination. **We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders investment in us.** We may choose to incur substantial debt to complete our initial business combination. The incurrence of debt could have a variety of negative effects, including: | | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; | | | | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; | | | | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; | | | | our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; | | | | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes; | | | | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; | | | | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and | | | | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. | | 30 [Table of Contents](#TOC) **We may only be able to complete one business combination with the proceeds from our initial public offering and the sale of the private placement warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.** We may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be: | | solely dependent upon the performance of a single business, property or asset, or | | | | dependent upon the development or market acceptance of a single or limited number of products, processes or services. | | This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination. **We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.** If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations. **We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.** In pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all. **We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.** Our amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold. Our proposed initial business combination may impose a minimum cash requirement for (i)cash consideration to be paid to the target or its owners, (ii)cash for working capital or other general corporate purposes or (iii)the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our initial shareholders, officers, directors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all ClassA ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all ClassA ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. 31 [Table of Contents](#TOC) **In order to effectuate an initial business combination, SPACs have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.** In order to effectuate a business combination, SPACs have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, SPACs have extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association will require a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds (or, in the scenarios described below, 90%) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants (including, for the avoidance of doubt, the forfeiture or cancellation of any private placement warrants), 50% of the then-outstanding private placement warrants (including the vote in favor or written consent of Cantor). In addition, our amended and restated memorandum and articles of association requires us to provide our public shareholders with the opportunity to redeem their public shares, regardless of whether they abstain, vote for, or vote against, our initial business combination, for cash if we propose an amendment to our amended and restated memorandum and articles of association (A)to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the Completion Window or (B)with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination. **The provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of not less than two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company, which is a lower amendment threshold than that of some other SPACs. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.** Our amended and restated memorandum and articles of association provide that any of its provisions related to pre-business combination activity (including the requirement to deposit the proceeds from our initial public offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein, and other than amendments relating to the provisions regulating the appointment and removal of directors and continuing the company in a jurisdiction outside the Cayman Islands, which require a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company) may be amended if approved by special resolution, under Cayman Islands law. Except as specified above with respect to matters requiring a 90% majority, a special resolution requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. Corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company. Our initial shareholders, who beneficially own 20% of our ordinary shares, will participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other SPACs, and this may increase our ability to complete a business combination with which you do not agree. 32 [Table of Contents](#TOC) Our initial shareholders, officers and directors have agreed, pursuant to letter agreements with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A)to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the Completion Window or (B)with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, in each case unless we provide our public shareholders with the opportunity to redeem their ClassA ordinary shares upon approval of any such amendment at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then-outstanding public shares. Our public shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to pursue remedies against our initial shareholders, officers or directors for any breach of these agreements. In the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law. **We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.** Although we believe that the net proceeds of our initial public offering and the sale of the private placement warrants will be sufficient to allow us to complete our initial business combination, because we have not yet identified any prospective target business we cannot ascertain the capital requirements for any particular transaction. As a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be required to seek additional financing to complete a proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. If we are unable to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. **Our initial shareholders control the appointment of our board of directors until the consummation of our initial business combination and will hold a substantial interest in us. As a result, they will appoint all of our directors prior to the consummation of our initial business combination and may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.** Our initial shareholders own 20% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association. This potential concentration of influence could be disadvantageous to other shareholders with interests different from those of our initial shareholders. In addition, the founder shares, all of which are held by our initial shareholders, will entitle the holders to vote to appoint all of our directors prior to the consummation of our initial business combination. Holders of our public shares will have no right to vote on the appointment or removal of directors during such time. Further, prior to the closing of our initial business combination, only holders of our ClassB ordinary shares will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These provisions of our amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. As a result, you will not have any influence over the appointment or removal of directors prior to our initial business combination or any influence over our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination. 33 [Table of Contents](#TOC) If our initial shareholders purchase any additional ClassA ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our initial shareholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our ClassA ordinary shares. In addition, our board of directors, whose members were appointed by our initial shareholders, is and will be divided into three classes, each of which will generally serve for a term for threeyears with only one class of directors being appointed in each year. We may not hold an annual or extraordinary general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our staggered board of directors, only a minority of the board of directors will be considered for appointment and our initial shareholders, because of their ownership position, will have considerable influence regarding the outcome. In addition, only holders of our ClassB ordinary shares will have the right to vote on directors prior to our initial business combination. Accordingly, our initial shareholders will continue to exert control at least until the completion of our initial business combination. **We may not be able to complete an initial business combination because such initial business combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the UnitedStates (CFIUS), or may be ultimately prohibited.** Our initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S.companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S.companies if the parties to that investment choose not to file voluntarily. In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends onamong other factorsthe nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. While our sponsor is a limited liability company formed in the Cayman Islands, it is not controlled by, nor does it have substantial ties with, a non-U.S. person; however, investments that result in control of a U.S.business by a foreign person are always subject to CFIUS jurisdiction. CFIUSs expanded jurisdiction under the Foreign Investment Risk Review Modernization Actof2018 and implementing regulations that became effective on February13, 2020 further includes investments that do not result in control of a U.S.business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S.business that has a nexus to critical technologies, critical infrastructure and/or sensitive personal data. If a particular proposed initial business combination with a U.S.business falls within CFIUSs jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay our proposed initial business combination, impose conditions with respect to such initial business combination or request the President of the UnitedStates to order us to divest all or a portion of the U.S.target business of our initial business combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, delay or prevent us from pursuing certain target companies that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other SPACs which do not have any foreign ownership issues. In addition, certain federally licensed businesses may be subject to rulesor regulations that limit foreign ownership. 34 [Table of Contents](#TOC) The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate our initial business combination within the Completion Window, including as a result of extended regulatory review of a potential initial business combination, we will (i)cease all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but not more than tenbusinessdays thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment. Additionally, our warrants may be worthless. **As the number of SPACs evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets or such attractive targets may not be interested in consummating a business combination with a SPAC due to a negative public perception of mergers involving SPACs. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.** In recentyears, the number of SPACs that have been formed has increased substantially. Many potential targets for SPACs have already entered into an initial business combination, and there are still many SPACs preparing for an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available to consummate an initial business combination. In addition, because there are more SPACs seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns (including a negative public perception of mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-businesscombination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether. **Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects.** The funds in our operating account and our trust account will initially be held in banks or other financial institutions and will be invested only in U.S.government treasury obligations with a maturity of 185days or less or in money market funds meeting certain conditions under Rule2a-7 under the Investment Company Act which invest only in direct U.S.government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the trust account, we may, at any time (based on our management teams ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account at a bank. Our cash held in these accounts may exceed any applicable FDIC insurance limits. Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, the value of the assets in our trust account could be impaired, which could have a material impact on our operating results, liquidity, financial condition and prospects. For example, on March10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. We cannot guarantee that the banks or other financial institutions that will hold our funds will not experience similar issues. 35 [Table of Contents](#TOC) **Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.** The federal proxy rulesrequire that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, GAAP or international financial reporting standards as issued by the IFRS depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rulesand complete our initial business combination within the prescribed time frame. **Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.** Section404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form10-K for the year ending December31, 2026. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination. **In pursuing a potential business combination, we may be targeted by securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent such business combination from being completed.** On December 17, 2025, the Company, Fenway MS, Inc., a Delaware corporation, and Factorial Inc., a Delaware corporation (Factorial), entered into a Business Combination Agreement (as defined below). Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the proposed business combination, then that injunction could delay or prevent such business combination from being completed, or from being completed within the completion window and/or any otherwise expected time frame, which may adversely affect ours and Factorials respective business, financial condition and results of operation. **During the pendency of the proposed business combination, we will not be able to enter into an agreement with another party because of restrictions in the Business Combination Agreement. If the proposed business combination is not completed, those restrictions may make it harder for us to complete an alternate business combination within the completion window.** While the Business Combination Agreement is in effect, neither us nor Factorial may solicit, assist, facilitate the making, submission or announcement of, or intentionally encourage any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other business combination, with any third party, even though any such alternative acquisition could be more favorable to their respective shareholders than the proposed business combination. In addition, if the proposed business combination is not completed, such provisions will make it more difficult for us to complete an alternative business combination following the termination of the Business Combination Agreement due to the passage of time during which such provisions remained in effect. 36 [Table of Contents](#TOC) **Trade policies that restrict imports or increase import tariffs may have a material adverse effect on our search for an initial business combination target or the performance or business prospectsof a post-combination company.** There have been significant changes and proposed changes in recent years to U.S. trade policies, tariffs, and treaties affecting imports. Any significant increases in tariffs on a broad array of important goods or materialscould negatively affect our ability to complete our initial business combination. In response to the tariffs announced by the U.S., other countries have imposed or proposed additional tariffs on certain exports from the United States. There is current uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulationsand tariffs and we cannot predict whether, and to what extent, U.S. trade policies will change in the future, including as a result of changes by the new U.S. presidential administration. Such tariffs, or the threat of tariffs or increased tariffs,could have a significant negative impact on certain businesses (either due to domestic businesses reliance on imported goods, or foreign businesses reliance on sales into the United States).Inversely, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffsand other potential trade policy changes could negatively affect the attractiveness of certain initial business combination targets, or lead to material adverse effects on an affected post-combination company.There is also the possibility that the business prospects of a particular target for a business combination could change after we enter into a business combination agreement, as a result of tariffs or the threat of tariffs that may have a material impact on that targets business, and it may be costly or impractical for us to terminate that business combination agreement at that time.These factors could affect our selection of a business combination target. We may not be able to adequately address the risks presented by these tariffs and other potential trade policy changes. If we are unable to do so, we may be unable to complete an initial business combination withan affected target or, if we complete such combination, the combined companysoperations and financial resultsmight suffer, either of which may adversely impact itsresults of operations and financial condition. **Risks Relating to the Post-Business Combination Company** **Subsequent to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.** Even if we conduct due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. 37 [Table of Contents](#TOC) **The officers and directors of an acquisition candidate may resign upon completion of our initial business combination. The loss of a business combination targets key personnel could negatively impact the operations and profitability of our post-combination business.** The role of an acquisition candidates key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidates management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place. **Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.** We may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new ClassA ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new ClassA ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding ClassA ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the companys shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business. **We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.** When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target businesss management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target businesss management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target businesss management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission. **We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.** We may seek business combination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate. 38 [Table of Contents](#TOC) To the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization. **Our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As a result of our business combination, our tax obligations may be more complex, burdensome and/or uncertain.** Although we will attempt to structure our initial business combination in a tax-efficient manner, tax structuring considerations are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example, in connection with our initial business combination and subject to any requisite shareholder approval, we may: structure our business combination in a manner that requires shareholders and/or warrant holders to recognize gain or income for tax purposes; effect a business combination with a target company in another jurisdiction; or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which the target company or business is located). We do not intend to make any cash distributions to shareholders or warrant holders to pay taxes in connection with our business combination or thereafter. Accordingly, a shareholder or a warrant holder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or by selling all or a portion of the shares or warrants received. In addition, shareholders and warrant holders may also be subject to additional income, withholding or other taxes with respect to their ownership of us after our initial business combination. In addition, we may effect a business combination with a target company that has business operations outside of the UnitedStates, and possibly, business operations in multiple jurisdictions. If we effect such a business combination, we could be subject to significant income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations by U.S.federal, state, local and non-U.S.taxing authorities. This additional complexity and risk could have an adverse effect on our after-tax profitability and financial condition. **Risks Relating to Acquiring and Operating a Business in Foreign Countries** **If we effect our initial business combination with a company located outside of the UnitedStates, we would be subject to a variety of additional risks that may adversely affect us.** If we pursue a target company with operations or opportunities outside of the UnitedStates for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations. If we pursue a target a company with operations or opportunities outside of the UnitedStates for our initial business combination, we would be subject to risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates. If we effect our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following: | | costs and difficulties inherent in managing cross-border business operations; | | | | rules and regulations regarding currency redemption; | | | | complex corporate withholding taxes on individuals; | | | | laws governing the manner in which future business combinations may be effected; | | 39 [Table of Contents](#TOC) | | exchange listing and/or delisting requirements; | | | | tariffs and trade barriers; | | | | regulations related to customs and import/export matters; | | | | local or regional economic policies and market conditions; | | | | unexpected changes in regulatory requirements; | | | | challenges in managing and staffing international operations; | | | | longer payment cycles; | | | | tax issues, such as tax law changes and variations in tax laws as compared to the United States; | | | | currency fluctuations and exchange controls; | | | | rates of inflation; | | | | challenges in collecting accounts receivable; | | | | cultural and language differences; | | | | employment regulations; | | | | underdeveloped or unpredictable legal or regulatory systems; | | | | corruption; | | | | protection of intellectual property; | | | | social unrest, crime, strikes, riots and civil disturbances; | | | | regime changes and political upheaval; | | | | terrorist attacks, natural disasters, widespread health emergencies and wars; and | | | | deterioration of political relations with the United States. | | We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results of operations. **We may reincorporate in another jurisdiction, which may result in taxes imposed on shareholders or warrant holders.** We may, in connection with our initial business combination or otherwise and, to the extent applicable, subject to requisite shareholder approval by special resolution under the Companies Act (with respect to which only holders of ClassB ordinary shares will be entitled to vote prior to our initial business combination), reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity (or may otherwise result in adverse tax consequences). We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of our ClassA ordinary shares or warrants after the reincorporation. 40 [Table of Contents](#TOC) **We may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.** In connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the UnitedStates. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital. **We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.** We are subject to rulesand regulations by various governing bodies, including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed. **If our management following our initial business combination is unfamiliar with UnitedStates securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.** Following our initial business combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place. Management of the target business may not be familiar with UnitedStates securities laws. If new management is unfamiliar with UnitedStates securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations. **Exchange rate fluctuations and currency policies may cause a target business ability to succeed in the international markets to be diminished.** In the event we acquire a non-U.S.target, all revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction. **After our initial business combination, substantially all of our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in such country. Accordingly, our results of operations and prospects may be subject, to a significant extent, to the economic, political and legal policies, developments and conditions in the country in which we operate.** The economic, political and social conditions, as well as government policies, of the country in which our operations are located could affect our business. Economic growth could be uneven, both geographically and among various sectors of the economy and such growth may not be sustained in the future. If in the future such countrys economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable. 41 [Table of Contents](#TOC) **Risks Relating to our Management Team** **We are dependent upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to our initial business combination, could adversely affect our ability to operate.** Our operations are dependent upon a relatively small group of individuals and, in particular, Peter Yu, our Chairman and Chief Executive Officer, Rafael de Luque, our Chief Financial Officer and a member of our board, and team members of Cartesian, including Beth Michelson, Gregory Armstrong, Paul Hong, Martin Biely, Nam Trinh, Chris Moon, and Daisy Vu. We believe that our success depends on the continued service of our officers and directors, at least until we have completed our initial business combination. In addition, our officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us. **The ownership interest of our sponsor may change, and our sponsor may divest its ownership interest in us before identifying a business combination, which could deprive us of key personnel.** Our sponsor is a limited liability company and the sole managing member of DirectorCo. Pangaea Three-B, LP is the sole member of our sponsor and is controlled by Peter Yu, our Chairman and Chief Executive Officer. Consequently, each of Pangaea Three-B, LP and Mr.Yu may be deemed to share voting and dispositive control over the founder shares held by our sponsor and DirectorCo, and thus to share beneficial ownership of such securities. Additionally, each of our independent directors holds a membership interest in DirectorCo. However, this may change as there is no contractual restriction on our sponsor or Mr.Yus ability to share, sell or otherwise dispose of part or all of the interests in our sponsor or held by our sponsor. As a result, there is a risk that our sponsor (or Mr.Yu) may divest the ownership or economic interests in us, our sponsor or DirectorCo controlled by our sponsor (or Mr.Yu) before a business combination target is identified, which would likely result in our loss of certain key personnel, including Mr.Yu. Additionally, there can be no assurance that any replacement sponsor or key personnel will successfully identify a business combination target for us, or, even if one is so identified, successfully complete such business combination. **Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.** Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. 42 [Table of Contents](#TOC) **Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.** Our key personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination. Such negotiations also could make such key personnels retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination. **Our officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.** Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number ofhours per week to our affairs. Our officers and directors also serve as officers and/or board members for other entities. If our officers and directors other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. Any such companies, businesses or investments, such as CGC II, may present additional conflicts of interest in pursuing an initial business combination target. While we expect that CGC II may have priority over us with respect to acquisition opportunities, we do not believe that any potential conflicts would materially affect our ability to identify a suitable target and to consummate our initial business combination. Our management team has significant experience in identifying and executing multiple acquisition opportunities simultaneously, and we believe there are multiple potential opportunities within the industries and geographies of our primary focus. There is no guarantee that CGC II will be able to enter into a definitive business combination agreement with such potential target or, if such agreement is entered into, that it will ultimately be able to consummate a business combination with such potential target. 43 [Table of Contents](#TOC) **Our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies, such as CGC II, and, accordingly, may have conflicts of interest in allocating their time and in determining to which entity a particular business opportunity should be presented.** Until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses or entities. Our initial shareholders, officers and directors are, or may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business, including CGC II. We do not have employment contracts with our officers and directors that will limit their ability to work at other businesses. In addition, our sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to completion of our initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other blank check company, including CGC II, with which they may become involved. Our officers and directors have complete discretion, subject to applicable fiduciary duties, as to which blank check company they choose to pursue a business combination and the order in which they pursue business combinations for any of their existing or future blank check companies. Additionally, our sponsor and its affiliates, including Cartesian, may pursue business combinations for blank check companies that they have sponsored in any order, which could result in more recent blank check companies completing business combinations prior to blank check companies that were launched earlier. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities, including CGC II, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i)no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii)we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a)may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b)the presentation of which would breach an existing legal obligation of a director or officer to any other entity. **Our officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.** We have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our initial shareholders, directors or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination. The personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors and officers discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders rights. However, we might not ultimately be successful in any claim we may make against them for such reason. 44 [Table of Contents](#TOC) **Members of our management team and board of directors have significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, are currently, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. This may have an adverse effect on us, which may impede our ability to consummate an initial business combination.** During the course of their careers, members of our management team and board of directors have had significant experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, are currently or may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. Any such litigation, investigations or other proceedings may divert the attention and resources of our management team and board of directors away from identifying and selecting a target business or businesses for our initial business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination. **Members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business.** Members of our management team have been (and intend to be) involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As a result, members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business. Any such claims or investigations may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverse effect on the price of our securities. **Our letter agreements with our initial shareholders, officers and directors may be amended without shareholder approval.** Our letter agreements with our initial shareholders, officers and directors contain provisions relating to transfer restrictions of our founder shares and private placement warrants, indemnification of the trust account, waiver of redemption rights and participation in liquidating distributions from the trust account. The letter agreements may be amended without shareholder approval. While we do not expect our board to approve any amendment to the letter agreements prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the letter agreements. Any such amendments to the letter agreements would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities. **Risks Relating to our Securities** **You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.** Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i)our completion of an initial business combination, and then only in connection with those ClassA ordinary shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein, (ii)the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A)to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination within the Completion Window or (B)with respect to any other material provisions relating to shareholders rights or pre-initial business combination activity, and (iii)the redemption of our public shares if we are unable to complete an initial business combination within the Completion Window, subject to applicable law and as further described herein. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss. 45 [Table of Contents](#TOC) **Nasdaq may delist our securities from trading on its exchange, which could limit investors ability to make transactions in our securities and subject us to additional trading restrictions.** Our units, Class A ordinary shares and warrants are listed on the Nasdaq Global Market tier of Nasdaq. We cannot assure you that our securities will be, or will continue to be, listed on Nasdaq in the prior to the consummation of our initial business combination or that, in connection with our initial business combination, we will be able to satisfy Nasdaqs initial listing requirements. Nasdaq listing standards are quantitative and qualitative, and Nasdaq has broad discretion in applying and interpreting these standards. If we fail to satisfy applicable listing standards or Nasdaq determines that we do not meet the requirements for continued or initial listing, Nasdaq may delist our securities. To remain listed prior to the consummation of our business combination, we must continue to satisfy Nasdaqs continued listing requirements, including (among other things) maintaining a minimum bid price and meeting applicable distribution and financial standards. In connection with the Business Combination, we expect to apply to list our securities on the Nasdaq Capital Market. Nasdaq will require us to demonstrate compliance with the Nasdaq Capital Market initial listing requirements, which may be more rigorous than continued listing requirements and are subject to Nasdaqs review in the context of the transaction. Under Nasdaq rules, an applicant for initial listing on the Nasdaq Capital Market must meet all of the applicable initial listing requirements and at least one of the specified initial financial standards. These requirements include, among other things: | | a minimum bid price of $4.00 per share, or an alternative minimum closing price (generally $3.00 or, in certain cases, $2.00) if specified additional criteria are met, with the applicable price requirement satisfied for at least five consecutive business days prior to approval; | | | | at least 1,000,000 unrestricted publicly held shares; | | | | at least 300 round lot holders (with additional requirements regarding holders of unrestricted securities in specified circumstances); | | | | at least three registered and active market makers; and | | | | satisfaction of one of the initial listing standards (which include thresholds relating to stockholders equity, market value of unrestricted publicly held shares, market value of listed securities, and/or net income, as applicable). | | We cannot assure you that we will meet these initial listing requirements at the time Nasdaq evaluates our application in connection with the proposed business combination, including as a result of redemptions, insufficient public float, insufficient distribution, an insufficient trading price, or our inability to satisfy the applicable financial standards. If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: | | a limited availability of market quotations for our securities; | | | | reduced liquidity for our securities; | | | | a determination that our Class A ordinary shares are a penny stock which would require brokers trading in our Class A ordinary shares to adhere to more stringent rules and could result in a reduced level of trading activity in the secondary trading market for our securities; | | | | a limited amount of news and analyst coverage; and | | | | a decreased ability to issue additional securities or obtain additional financing in the future. | | 46 [Table of Contents](#TOC) The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts states from regulating the sale of certain securities, which are referred to as covered securities. Because our securities are listed on Nasdaq, our units, Class A ordinary shares and warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute allows states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities. **Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S.Federal courts may be limited.** We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the UnitedStates upon our directors or officers, or enforce judgments obtained in the UnitedStates courts against our directors or officers. Our corporate affairs will be governed by our amended and restated memorandum and articles of association, the Companies Act and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the UnitedStates. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the UnitedStates. In particular, the Cayman Islands has a different body of securities laws as compared to the UnitedStates, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the UnitedStates. We have been advised by Maples and Calder, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i)to recognize or enforce against us judgments of courts of the UnitedStates predicated upon the civil liability provisions of the federal securities laws of the UnitedStates or any state; and (ii)in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the UnitedStates or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the UnitedStates, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a UnitedStates company. 47 [Table of Contents](#TOC) **After our initial business combination, it is possible that a majority of our directors and officers will live outside the UnitedStates and all of our assets will be located outside the UnitedStates; therefore, investors may not be able to enforce federal securities laws or their other legal rights.** It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the UnitedStates and all of our assets will be located outside of the UnitedStates. As a result, it may be difficult, or in some cases not possible, for investors in the UnitedStates to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of UnitedStates courts predicated upon civil liabilities and criminal penalties on our directors and officers under UnitedStates laws. **Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our ClassA ordinary shares and could entrench management.** Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preference shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. **Our amended and restated memorandum and articles of association provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us and our shareholders, which could limit our shareholders ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees.** Our amended and restated memorandum and articles of association provide that, unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our amended and restated memorandum and articles of association or otherwise related in any way to each shareholders shareholding in us, including, but not limited to, (i)any derivative action or proceeding brought on our behalf, (ii)any action asserting a claim of breach of any fiduciary or other duty owed by any of our current or former directors, officers or other employees to us or our shareholders, (iii)any action asserting a claim arising pursuant to any provision of the Companies Act or our amended and restated memorandum and articles of association, or (iv)any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the UnitedStates of America) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. The forum selection provision in our amended and restated memorandum and articles of association will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, ExchangeAct or any claim for which the federal district courts of the UnitedStates of America are, as a matter of the laws of the UnitedStates of America, the sole and exclusive forum for determination of such a claim. Our amended and restated memorandum and articles of association also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum. This choice of forum provision may increase a shareholders cost and limit the shareholders ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provisions to be inapplicable or unenforceable, and if a court were to find this provision in our amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on our business and financial performance. 48 [Table of Contents](#TOC) **We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then-outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of ClassA ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.** Our warrants were issued in registered form under a warrant agreement between Continental Stock Transfer& Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i)curing any ambiguity or to correct any defective provision or mistake, (ii)adjusting the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement, (iii)adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants or (iv)to provide for the delivery of the Alternative Issuance (as defined in the warrant agreement), provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder of public warrants if holders of at least 50% of the then-outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of ClassA ordinary shares purchasable upon exercise of a warrant. **Our warrant agreement will designate the courts of the State of NewYork or the UnitedStates District Court for the Southern District of NewYork as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.** Our warrant agreement will provide that, subject to applicable law, (i)any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of NewYork or the UnitedStates District Court for the Southern District of NewYork, and (ii)that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. With respect to any complaint asserting a cause of action arising under the Securities Act or the rulesand regulations promulgated thereunder, we note, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rulesand regulations thereunder. Section22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rulesand regulations thereunder. If it is conclusively determined that the exclusive forum provision applies to claims under the Securities Act, we will notify investors of such update in future SEC filings (which notification will include, clarification that the exclusive forum provision does not apply to claims under the Exchange Act). Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the ExchangeAct or any other claim for which the federal district courts of the UnitedStates of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of NewYork or the UnitedStates District Court for the Southern District of NewYork (a foreign action) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x)the personal jurisdiction of the state and federal courts located in the State of NewYork in connection with any action brought in any such court to enforce the forum provisions (an enforcement action), and (y)having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holders counsel in the foreign action as agent for such warrant holder. This choice-of-forum provision may limit a warrant holders ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors. 49 [Table of Contents](#TOC) **A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.** If (i)we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price of less than $9.20 per ClassA ordinary share, (ii)the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination, and (iii)the Market Value of our ClassA ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business. **We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.** We have the ability to redeem outstanding warrants at any time prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of our ClassA ordinary shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20tradingdays within a 30trading-day period commencing at least 30days after completion of our initial business combination and ending on the thirdtradingday prior to the date on which we give proper notice of such redemption to the warrants holders and provided certain other conditions are met. We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the ClassA ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those ClassA ordinary shares is available throughout such measurement period. If and when the warrants become redeemable by us, we may not exercise our redemption right if the issuance of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were offered by us in our initial public offering. Redemption of the outstanding warrants could force you to (i)exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii)sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii)accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. **Our warrants may have an adverse effect on the market price of our ClassA ordinary shares and make it more difficult to effectuate our initial business combination.** We issued 27,600,000 of our ClassA ordinary shares as part of the units offered in our initial public offering and, simultaneously with the closing of the initial public offering, issued in a private placement an aggregate of 6,800,000 private placement warrants, at $1.00 per private placement warrant. If the private placement warrants become exercisable on a cashless basis, the exercise of such warrants may result in material dilution to our public shareholders. In addition, if our sponsor or an affiliate of our sponsor or certain of our officers and directors make any working capital loans, such persons may convert those loans into up to an aggregate of 1,500,000 private placement-equivalent warrants, at the price of $1.00 per warrant, which conversion may result in material dilution to our public shareholders. To the extent we issue ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional ClassA ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding ClassA ordinary shares and reduce the value of the ClassA ordinary shares issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business. 50 [Table of Contents](#TOC) **Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other SPACs.** Each unit contains one-half of one warrant. Pursuant to the warrant agreement, no fractional warrants were issued upon separation of the units, and only whole units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of ClassA ordinary shares to be issued to the warrant holder. This is different from other offerings similar to ours whose units include one ordinary share and one whole warrant to purchase one share. We have established the components of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination because the warrants will be exercisable in the aggregate for one-half of the number of shares compared to units that each contain a whole warrant to purchase one share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if it included a whole warrant to purchase one share. **Holders of ClassA ordinary shares will not be entitled to vote on continuing the company in a jurisdiction outside of the Cayman Islands.** As holders of our ClassA ordinary shares, our public shareholders will not have the right to vote on continuing the company in a jurisdiction outside of the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside of the Cayman Islands). **Holders of our warrants will not be permitted to exercise their warrants unless we register and qualify the underlying ClassA ordinary shares or certain exemptions are available.** If the issuance of the ClassA ordinary shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the ClassA ordinary shares included in the units. **You may only be able to exercise your public warrants on a cashless basis under certain circumstances, and if you do so, you will receive fewer ClassA ordinary shares from such exercise than if you were to exercise such warrants for cash.** The warrant agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section3(a)(9)of the Securities Act: (i)if the ClassA ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the terms of the warrant agreement; (ii)if we have so elected and the ClassA ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of covered securities under Section18(b)(1)of the Securities Act; and (iii)if we have so elected and we call the public warrants for redemption. If you exercise your public warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of ClassA ordinary shares equal to the quotient obtained by dividing (x)the product of the number of ClassA ordinary shares underlying the warrants, multiplied by the excess of the fair market value of our ClassA ordinary shares (as defined in the next sentence) over the exercise price of the warrants by (y)the fair market value. The fair market value is the average closing price of our ClassA ordinary shares for the 10tradingdays ending on the thirdtradingday prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. As a result, you would receive fewer ClassA ordinary shares from such exercise than if you were to exercise such warrants for cash. 51 [Table of Contents](#TOC) **The grant of registration rights to holders of our founder shares, private placement warrants and private placement-equivalent warrants that may be issued upon conversion of working capital loans, if any, and their respective permitted transferees, may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our ClassA ordinary shares.** Pursuant to the registration rights agreement, (i)our sponsor, DirectorCo and their permitted transferees can demand that we register the ClassA ordinary shares into which the founder shares are convertible, (ii)our sponsor, Cantor and their permitted transferees can demand that we register the private placement warrants and the ClassA ordinary shares issuable upon exercise of the private placement warrants and (iii)holders of private placement-equivalent warrants that may be issued upon conversion of working capital loans and their permitted transferees may demand that we register such warrants and the ClassA ordinary shares issuable upon exercise of such warrants, and in each case any other securities of the company acquired by such persons prior to the consummation of our initial business combination. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our ClassA ordinary shares. In addition, the existence of the registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our ClassA ordinary shares that is expected when the ordinary shares owned by our initial shareholders, holders of our private placement warrants or holders of our working capital loans, or their respective permitted transferees, are registered. **General Risk Factors** **We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.** We are a blank check company incorporated under the laws of the Cayman Islands with no operating results, and we will not commence operations until after the consummation of our initial business combination. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues. **Past performance by our management team and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company.** Information regarding our management team and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by our management team and their respective affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of our management team and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our management team or their respective affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities. **Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.** We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss. 52 [Table of Contents](#TOC) **We may be a passive foreign investment company, or PFIC, which could result in adverse UnitedStates federal income tax consequences to U.S.investors.** If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S.Holder of our ClassA ordinary shares or warrants, the U.S.Holder may be subject to adverse U.S.federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxableyears may depend on whether we qualify for the PFIC start-up exception. Depending on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year (and, in the case of the start-up exception, potentially not until after the two taxableyears following our current taxable year). Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. Moreover, if we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S.Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S.Holder to make and maintain a qualified electing fund election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S.investors to consult their own tax advisors regarding the possible application of the PFIC rules. **If our initial business combination involves a company organized under the laws of the UnitedStates (or any subdivision thereof), a U.S.federal excise tax could be imposed on us in connection with any redemptions of our ClassA ordinary shares after or in connection with such initial business combination.** The Inflation Reduction Actof2022 provides for, among other things, a new 1% U.S.federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S.corporations after December31, 2022 (the stock buyback tax), subject to certain exceptions. If applicable, the amount of the stock buyback tax is generally 1% of the aggregate fair market value of any stock repurchased by the corporation during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. The Biden administration previously proposed increasing the stock buyback tax rate from 1% to 4%; however, it is unclear whether such a change would be enacted under the Trump administration and, if enacted, how soon it could take effect. In addition, the U.S.Treasury Department and IRS have released preliminary guidance that would potentially cause a non-U.S.corporations U.S.subsidiaries to be subject to the stock buyback tax with respect to any share repurchases made by the non-U.S.corporation under certain circumstances. As an entity incorporated as a Cayman Islands exempted company, the stock buyback tax is currently not expected to apply to redemptions of our ClassA ordinary shares (absent any regulations or other additional guidance that may be issued in the future). However, in connection with an initial business combination involving a company organized under the laws of the UnitedStates (or any subdivision thereof), it is possible that we domesticate and continue as a Delaware corporation prior to certain redemptions. Because we expect that, following such a domestication, our securities would continue to trade on Nasdaq, in such a case we could be subject to the stock buyback tax with respect to any subsequent redemptions (including redemptions in connection with the initial business combination) that are treated as repurchases for this purpose. In all cases, whether and to what extent we would be subject to the stock buyback tax will depend on a number of factors, including (i)the structure of the initial business combination, including the extent to which the initial business combination involves a U.S.corporation and the extent to which we issue shares in the initial business combination or otherwise during the same taxable year that are eligible to offset any redemptions or other repurchases, (ii)the fair market value of the shares redeemed and (iii)the extent such redemptions could be treated as dividends and not as repurchases. The applicability of the stock buyback tax to us could be further affected by the content of any regulations, clarifications or other additional guidance from the U.S.Treasury Department that may be issued and applicable to the redemptions. Any stock buyback tax that becomes payable as a result of any redemptions of our ClassA ordinary shares (or other shares into which such ClassA ordinary shares may be converted) in connection with our initial business combination or otherwise would be payable by us and not by the redeeming holder. However, we will not use the proceeds placed in the trust account, or the interest earned on the proceeds placed in the trust account, to pay for any stock buyback tax or any other fees or taxes that may be levied on the Company on any redemptions or share buybacks by the Company pursuant to any current, pending or further rulesor laws prior to release of such funds from the trust account following our initial business combination. To the extent such taxes are applicable, the amount of cash available to pay redemptions (if the Company is permitted or required to pay such taxes using the proceeds placed in the trust account, or the interest earned on the proceeds placed in the trust account) or transfer to the target business in connection with our initial business combination may be reduced, which could result in our inability to meet conditions in the agreement relating to our initial business combination related to a minimum cash requirement, if any, or otherwise result in the shareholders of the combined company (including any of our shareholders who do not exercise their redemption rights in connection with the initial business combination) to economically bear the impact of such stock buyback tax. 53 [Table of Contents](#TOC) **We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.** We are an emerging growth company within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to fiveyears, although circumstances could cause us to lose that status earlier, including if the market value of our ClassA ordinary shares held by non-affiliates exceeds $700million as of any June30thbefore that time, in which case we would no longer be an emerging growth company as of the following December31st. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile. Further, Section102(b)(1)of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ExchangeAct) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Additionally, we are a smaller reporting company as defined in Item10(f)(1)of RegulationS-K.Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only twoyears of audited financial statements. We will remain a smaller reporting company until the lastday of the fiscal year in which (1)the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250million as of the prior June30th, or (2)our annual revenues equaled or exceeded $100million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700million as of the prior June30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible. **Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.** The market for directors and officers liability insurance for SPACs has changed in ways adverse to us and our management team. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of such policies have generally become less favorable. These trends may continue into the future. The increased cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combinations ability to attract and retain qualified officers and directors. In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (run-off insurance). The need for run-off insurance would be an added expense for the post-business combination entity, and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors. 54 [Table of Contents](#TOC) **Recent increases in inflation in the UnitedStates and elsewhere could make it more difficult for us to complete our initial business combination.** Recent increases in inflation in the UnitedStates and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national, regional or international economic disruptions, any of which could make it more difficult for us to complete our initial business combination. **Item 1B. Unresolved Staff Comments** Not applicable. **Item 1C. Cybersecurity** As a blank check company, we have no business operations. Since our initial public offering, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not have any operations of our own that face cybersecurity threats. However, we do depend on the digital technologies of third parties, and as noted in Item 1A. Risk Factors of this Annual Report, any sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. Due to our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. Our board of directors oversees risk for our Company, and prior to filings with the SEC, our board of directors reviews our risk factors, including the descriptions of the risks we face from cybersecurity threats, as described in Item 1A. Risk Factors of this Annual Report. We have not encountered any cybersecurity incidents since our initial public offering. **Item 2. Properties** Our executive offices are located at 505 Fifth Avenue, 15th Floor, New York, New York 10017, and our telephone number is (212) 461-6363. Our executive offices are provided to us by our sponsor. Commencing on May 1, 2025, we agreed to pay an affiliate of our sponsor a total of up to $10,000 per month for office space, utilities, secretarial support and administrative services. We consider our current office space adequate for our current operations. **Item 3. Legal Proceedings** There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such. **Item 4. Mine Safety Disclosure****s** Not applicable. 55 [Table of Contents](#TOC) **PART II** **Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities** **Market Information** Our units, Class A ordinary shares and public warrants are traded on Nasdaq under the symbols CGCTU, CGCT and CGCTW respectively. Our units commenced public trading on May 2, 2025. Commencing on June 24, 2025, the holders of the units were permitted to elect to separately trade our Class A ordinary shares and the public warrants included in the units. **Holders** As of March 18, 2026, there were 1 holder of record of our units, 2 holders of record of our Class A ordinary shares, 1 holders of record of our Class B ordinary shares and 2 holders of record of our warrants. The number of holders of record does not include a substantially greater number of street name or beneficial holders whose units, Class A ordinary shares and warrants are held of record by banks, brokers and other financial institutions. **Dividends** We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. **Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offering** On May 5, 2025, we consummated the initial public offering of 27,600,000 units, including the issuance of 3,600,000 units as a result of the underwriters full exercise of their over-allotment option, at $10.00 per unit, generating gross proceeds of $276,000,000. The securities sold in our initial public offering were registered under the Securities Act on registration statement on Form S-1 (File Nos. 333-284565 and 333-286920). The registration statement became effective on May 1, 2025. As of December 31, 2025, the amount held in the trust account was $283,377,276. Simultaneously with the closing of the initial public offering, we consummated the sale of 6,800,000 private placement warrants, each exercisable for one Class A ordinary share at a price of $11.50 per share, in a private placement to the Sponsor and Cantor, the representative of the underwriters of the initial public offering, at a price of $1.00 per warrant, generating gross proceeds of $6,800,000. **Item 6.**[Reserved] Not applicable. 56 [Table of Contents](#TOC) **Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations** The following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in Part II, Item 8. Financial Statements and Supplementary Data of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under Special Note Regarding Forward-Looking Statements, Part I, Item 1A. Risk Factors and elsewhere in this Annual Report on Form 10-K. **Overview** We are a blank check company incorporated on October29, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (Business Combination). We intend to effectuate our initial Business Combination using cash derived from the proceeds of the initial public offering and the private placement (as defined and described below), our shares, debt or a combination of cash, shares and debt. While we may pursue our initial Business Combination in any business industry or sector, we are focused on seeking high-growth businesses with proven or potential transnational operations or outlooks in order to capitalize on the experience, reputation, and network of our management team. Furthermore, we seek target businesses where we believe we will have an opportunity to drive ongoing value creation after our initial Business Combination is completed. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our initial Business Combination will be successful. **Business Combination Agreement** On December 17, 2025, the Company, Fenway MS, Inc., a Delaware corporation (Merger Sub), and Factorial Inc., a Delaware corporation (Factorial), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the Business Combination Agreement). The Business Combination Agreement and the transactions contemplated thereby (the Proposed Business Combination) were unanimously approved by the boards of directors and special committees comprised of independent and disinterested members of the boards of directors of each of CGC and Factorial. The Proposed Business Combination is expected to close in mid-2026, following the receipt of the requisite approvals of CGC shareholders and Factorial stockholders and the fulfillment of other customary closing conditions **Results of Operations** We have neither engaged in any operations nor generated any revenues to date. Our only activities from October 29, 2024 (inception) through December 31, 2025 were organizational activities and those necessary to prepare for the initial public offering, and subsequent to the initial public offering, identifying a target company for our initial Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. Subsequent to the initial public offering, we generate non-operating income in the form of interest income on marketable securities held in the trust account established for the benefit of our public shareholders, with Continental Stock Transfer & Trust Company acting as trustee. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, our initial Business Combination. For the year ended December 31, 2025, we had a net income of $6,219,069, which consisted of interest earned on investments held in the trust account of $7,377,276, offset by general and administrative costs of $1,158,207. For the period from October 29, 2024 (inception) through December 31, 2024, we had a net loss of $42,620, which consisted of general and administrative costs. 57 [Table of Contents](#TOC) **Liquidity and Capital Resources and Going Concern** Until the consummation of the initial public offering, our only source of liquidity was an initial purchase of founder shares, by the Sponsor and our initial shareholders, and a loan from the Sponsor pursuant to an unsecured promissory note (the Sponsor Promissory Note). As of May5, 2025, we had borrowed $250,000 under the Sponsor Promissory Note, which was repaid simultaneously with the closing of the initial public offering. On May5, 2025, we consummated the initial public offering of 27,600,000 units, which included the full exercise by the underwriters of their over-allotment option of 3,600,000 units. Each unit consists of one ClassA ordinary share, and one-half of one redeemable warrant. Simultaneously with the closing of the initial public offering, we consummated the sale of an aggregate of 6,800,000 private placement warrants, at a price of $1.00 per warrant, in a private placement to the Sponsor and Cantor, the representative of the underwriters of the initial public offering, generating gross proceeds of $6,800,000. Following the initial public offering, including the full exercise of the over-allotment option, and the private placement, a total of $276,000,000 ($10.00 per unit) was placed in the trust account. We incurred $18,821,468 of transaction costs, consisting of $4,800,000 of cash underwriting commissions, $13,140,000 of deferred underwriting commissions, and $881,468 of other offering costs (including repayment of the Sponsor Promissory Note). For the year ended December 31, 2025, cash used in operating activities was $504,499. Net income of $6,219,069 was affected by interest earned on investments held in the trust account of $7,377,276 and payment of operation costs through promissory note of $20,450. Changes in operating assets and liabilities provided $633,258 of cash for operating activities. For the period from October 29, 2024 (inception) through December 31, 2024, cash used in operating activities was $0. Net loss of $42,620 was affected by payment of expenses through promissory noterelated party of $35,814 and formation costs paid through issuance of ClassB ordinary shares of $6,806. As of December 31, 2025, we had marketable securities held in the trust account of $283,377,276 (including approximately $7,377,276 of interest income) consisting of mutual funds primarily invested in U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the trust account to pay taxes, if any. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (excluding deferred underwriting commissions and less taxes payable, if any), net of redemptions, to complete our initial Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. As of December 31, 2025, we had cash of $624,163. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete an initial Business Combination, and to pay for directors and officers liability insurance premiums. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (Working Capital Loans). If we complete our initial Business Combination, we would repay such loaned amounts. In the event that our initial Business Combination does not close, we may use a portion of the funds held outside the trust account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding. In connection with our assessment of going concern considerations in accordance with Accounting Standards Codification (ASC) 205-40, Presentation of Financial Statements - Going Concern, management has determined that our liquidity condition raises substantial doubt about the Companys ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the completion window. 58 [Table of Contents](#TOC) We believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our initial Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial Business Combination, in which case we may issue additional securities or incur debt in connection with such initial Business Combination. **Off-Balance Sheet Arrangements** We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025. **Contractual Obligations** We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or other long-term liabilities, other than an agreement to pay the Sponsor an aggregate of $10,000 permonth for office space, utilities and secretarial and administrative support. We began incurring these fees on May1, 2025 and will continue to incur these feesmonthly until the earlier of the completion of our initial Business Combination and our liquidation. We granted the underwriters of the initial public offering a 45-day option from May1, 2025, the effective date of the registration statements for the initial public offering, to purchase up to an additional 3,600,000units to cover over-allotments, if any, at the initial public offering price less underwriting discounts and commissions. On May2, 2025, the underwriters fully exercised their over-allotment option, closing on the 3,600,000 additional units simultaneously with the initial public offering. The underwriters of the initial public offering are entitled to a deferred underwriting discount of 4.50% of the gross proceeds of the initial public offering held in the trust account, other than the gross proceeds from units sold pursuant to the underwriters over-allotment option, and 6.50% of the gross proceeds from units sold pursuant to the underwriters over-allotment option, or $13,140,000 in the aggregate. Subject to the terms of the underwriting agreement for the initial public offering, the deferred underwriting discount (i)will become payable to such underwriters from the amounts held in the trust account solely in the event that we complete our initial Business Combination and (ii)will be waived by such underwriters in the event that we do not complete our initial Business Combination. On December 17, 2025, we entered into a Fee Modification Agreement with Cantor in connection with its contemplated business combination with Factorial Inc., pursuant to which Cantor agreed to modify the previously agreed $13,140,000 deferred underwriting commission. If the business combination with Factorial Inc. is consummated, we (or the target or successor) will pay Cantor a non-refundable modified deferred fee payable at closing equal to $3.75 million plus amounts based on the value of public shares not redeemed in the transaction, subject to an aggregate cap of $13.0 million. The holders of the founder shares (and the ClassA ordinary shares issuable upon conversion of the founder shares), private placement warrants (and the ClassA ordinary shares underlying such private placement warrants), and private placement equivalent-warrants that may be issued upon conversion of the Working Capital Loans have registration rights to require us to register a sale of any of our securities held by them and any other securities of the Company acquired by them prior to the consummation of our initial Business Combination pursuant to a registration rights agreement signed on May1, 2025, the effective date of the registration statements for the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to the completion of our initial Business Combination. Notwithstanding anything to the contrary, Cantor may only make a demand on one occasion and only during the five-year period beginning from the commencement of sales in the initial public offering. In addition, Cantor may participate in a piggy-back registration only during the seven-year period beginning from the commencement of sales in the initial public offering. We will bear the expenses incurred in connection with the filing of any such registration statements. **Critical Accounting Estimates** The preparation of the financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. We have identified the following critical accounting estimates: 59 [Table of Contents](#TOC) *Warrant Instruments* We accounted for the public warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic815, Derivatives and Hedging. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. The public warrants have been classified within shareholders deficit and will not require remeasurement after issuance. The fair value of the Public Warrants at issuance was determined using a Monte Carlo simulation model. The valuation required the use of significant assumptions, including expected share price volatility, risk-free interest rate, market-implied probability of completing a business combination, our share price, and the expected remaining term of the warrants. Changes in these assumptions could have a material impact on the estimated fair value of the warrants. *Ordinary Shares Subject to Possible Redemption* The public shares contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation, or if there is a shareholder vote or tender offer in connection with our initial Business Combination. In accordance with ASC 480-10-S99, we classify public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within our control. We recognize changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and then to accumulated deficit. Accordingly, as of December31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders deficit section of our balance sheets. *Net Income (Loss) Per Ordinary Share* We comply with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per ordinary share is computed by dividing net income by the weighted average number of shares of ordinary shares outstanding for the period. We have two classes of ordinary shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. Remeasurement associated with the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,600,000 Class A Ordinary Shares in the aggregate. As of December 31, 2025 and 2024, we did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in our earnings. *Recent Accounting Standards* Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements. **Item 7A. Quantitative and Qualitative Disclosures about Market Risk****.** We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. **Item 8. Financial Statements and Supplementary Data****.** This information appears following Item 15 of this Annual Report and is included herein by reference. 60 [Table of Contents](#TOC) **Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure****.** None. **Item 9A. Controls and Procedures****.** **Evaluation of Disclosure Controls and Procedures** Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the fiscal year ended December 31, 2025. Based on this evaluation, our principal executive officer and principal financial officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level. **Managements Report on Internal Control Over Financial Reporting** This Annual Report does not include a report of managements assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rulesof the SEC for newly public companies. **Changes in Internal Control over Financial Reporting** There was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. **Item 9B. Other Information** **Trading Arrangements** During the quarterly period ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangement or any non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K. **Additional Information** None. **Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections** Not applicable. 61 [Table of Contents](#TOC) **PART III** **Item 10. Directors, Executive Officers and Corporate Governance** Our current directors and executive officers are as follows: | | | | | | | | Name | | Age | | Position | | | Peter Yu | | 64 | Chairman and Chief Executive Officer | | | Rafael de Luque | | 56 | Chief Financial Officer and Director | | | Ali Bouzarif | | 47 | Director | | | Kevin Gold | | 64 | Director | | | Sanford Litvack | | 89 | Director | | Peter Yu has served as our Chairman since our inception in October 2024 and as our Chief Executive Officer since December 2024. He also is a Managing Partner of Cartesian. At Cartesian, Mr. Yu led more than 20 investments in companies operating in more than 30 countries. Mr. Yu currently serves on the boards of directors of several companies, including Cartesian Sustainable Finance, LLC, Cartesian Specialty Finance, LLC, TH International Limited (NASDAQ: THCH), Pangaea Foods, SPC, PolyNatura Corp., Cartesian Royalty Holdings Pte. Ltd., Flybondi Limited, and Simba Sleep Limited. Prior to forming Cartesian, Mr. Yu founded and served as the President and Chief Executive Officer of AIGCP. Under his leadership, AIGCP became a leading international private equity firm, with more than $4.5 billion in committed capital. Mr. Yu led numerous investments in several regions and served as Chairman of the investment committee of eight AIGCP private equity funds. Prior to founding AIGCP, Mr. Yu served President Bill Clinton as Director to the National Economic Council, the White House office responsible for developing and coordinating economic policy. Mr. Yu has also served as the Chief Executive Officer of CGC II since October 2021 and as its Chairman since May 2022. Mr. Yu previously served as the Chief Executive Officer and Chairman of CGC I from December 2020 until the consummation of its business combination in January 2023, and thereafter served on the AlTi Global board until June 2024. A graduate of Harvard Law School, Mr. Yu served as President of the Harvard Law Review and as a law clerk on the U.S. Supreme Court. Mr. Yu received a bachelors degree from Princeton Universitys Woodrow Wilson School. In addition to his commercial activities, Mr. Yu serves on the Advisory Council for the Princeton School for Public & International Affairs, the Advisory Council for the Princeton Institute for International & Regional Studies, on the board of directors of The John Paul Stevens Fellowship Foundation and on the Global Council of the Carnegie Endowment for International Peace. Rafael de Luque has served as one of our directors since our inception in October 2024 and as our Chief Financial Officer since December 2024. He is also a Partner at Cartesian where he has led transactions in numerous sectors, including in financial services, convenience retail, mobile communications, and legal services. Mr. de Luque has served on the board of directors of Flybondi Limited since July 2017. Mr. de Luque has also served on the CGC II board of directors since May 2022. Prior to joining Cartesian, Mr. de Luque served as a Vice President at an affiliate of AIGCP, where he specialized in media and content-related investments. Earlier in his career, Mr. de Luque held the position of Financial Consultant at the Inter-American Development Bank. Mr. de Luque, a CFA charterholder, received his Master of Business Administration from the University of Maryland and holds bachelors degrees from Universidad de Los Andes in Colombia. Ali Bouzarif has served on our board of directors since May 2025. He is currently the CEO of IlWaddi Advisors and has worked with IlWaddi Group, a global private investment group, since 2017. He also serves on the boards of AlTi Global, Connolly Retail Limited, Fueguia SRL, Globe-Trotter Group Limited, and Heathrow Airport Holdings Limited. Mr. Bouzarif was previously a member of the Supervisory Board of Alvarium Investments Limited (Alvarium). He also served on the Finance and Compensation Committee of Alvarium. Previously, Mr. Bouzarif served as the Head of M&A and member of the Management Investment Committee at the Qatar Investment Authority (QIA) from 2007 to 2017. During his tenure at the QIA, Mr. Bouzarif served as a member of the board of directors and the remuneration committee of Heathrow Airport and American Express Global Business Travel (NYSE: GBTG), a board member and member of the commitment committee of AccorHotels, and a member of the board of Canary Wharf Group. Mr. Bouzarif holds a Masters degree in business engineering from Solvay Brussels School of Economics & Management and is a CFA charterholder. 62 [Table of Contents](#TOC) Kevin Gold has served on our board of directors since May 2025. He is currently the Executive Chairperson at Mishcon de Reya LLP (Mishcon), an 800-lawyer global law firm, a position he has held since 2020. At Mishcon, Mr. Gold specializes in corporate finance, mergers and acquisitions, and joint ventures, as well as advising on international tax matters, particularly offshore trusts and the international tax structuring of companies. Additionally, Mr. Gold guides Mishcons strategic growth, particularly in international markets, as well as launching and leading the firms ancillary businesses. Mr. Gold joined Mishcon in 1995 from Bayer-Rosin, where he served as a partner, and became Managing Partner of Mishcon in 1997. Mr. Gold has received numerous accolades throughout his legal career, including being named Law Firm Leader of the Year at the 2015 Legal Business Awards, and has been listed in the inaugural Spears 2023 Power List. He is currently a Trustee of the Social Mobility Business Partnership. Mr. Gold earned his bachelors degree in sociology and psychology with a minor in comparative African government and law from the University of Cape Town. Sanford Litvack has served on our board of directors since May 2025. He has over six decades of experience in commercial litigation and corporate operations, both in the private and public sectors. Mr. Litvack is currently a Partner at Chaffetz Lindsey LLP, a leading boutique trial and arbitration law firm. Previously, Mr. Litvack served as Assistant Attorney General in charge of the Antitrust Division of the Department of Justice and was selected by President George W. Bush to serve on the Antitrust Modernization Commission. In addition to his courtroom experience, Mr. Litvack spent a decade at The Walt Disney Company, holding various roles including General Counsel, Chief of Corporate Operations, and Vice Chairman of the board of directors. He is also a former director of Hewlett Packard. From August 2022 through February 2024, Mr. Litvack served on the board of directors for L Catterton Asia Acquisition Corp., a SPAC. Since October 2022, Mr. Litvack has served on the board of directors for ParkerVision, Inc., a leader in proprietary radio frequency technologies. Mr. Litvack earned his B.A. at The University of Connecticut and received his LL.B. from Georgetown University Law Center. **Number and Terms of Office of Officers and Directors** Our board of directors consists of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. It is unlikely that there will be an annual general meeting to appoint new directors prior to the consummation of our initial business combination, in which case all of the current directors will continue in office until at least the consummation of the business combination. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to such offices as it deems appropriate. **Committees of the Board of Directors** Our board of directors has two standing committees: an audit committee and a compensation committee. Nasdaq rules and Rule 10A-3 of the Exchange Act as required by Nasdaq rules, require that the audit committee of a listed company be comprised solely of independent directors. Audit Committee We have established an audit committee of the board of directors. The members of our audit committee are Ali Bouzarif, Kevin Gold and Sanford Litvack. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Ali Bouzarif, Kevin Gold and Sanford Litvack are each independent. Each member of the audit committee is financially literate and our board of directors has determined that Ali Bouzarif qualifies as an audit committee financial expert as defined in applicable SEC rules. Responsibilities of the audit committee include: | | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firms qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; | | 63 [Table of Contents](#TOC) | | pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; | | | | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firms internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; | | | | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under Managements Discussion and Analysis of Financial Condition and Results of Operations; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and | | | | reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. | | Compensation Committee We have established a compensation committee of the board of directors as required by the Nasdaq rules. The members of our compensation committee are Ali Bouzarif, Kevin Gold and Sanford Litvack. Kevin Gold serves as chair of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Ali Bouzarif, Kevin Gold and Sanford Litvack are each independent. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: | | reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officers compensation, evaluating our chief executive officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officers based on such evaluation; | | | | reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; | | | | reviewing our executive compensation policies and plans; | | | | implementing and administering our incentive compensation equity-based remuneration plans; | | | | assisting management in complying with our proxy statement and annual report disclosure requirements; | | | | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; | | | | producing a report on executive compensation to be included in our annual proxy statement; and | | | | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. | | 64 [Table of Contents](#TOC) The compensation committee charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Notwithstanding the foregoing, as indicated above, other than the up to $10,000 per month administrative fee payable to an affiliate of our sponsor, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. **Director Nominations** We do not have a standing nominating committee. In accordance with Nasdaq Rule 5605(e)(2), a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who shall participate in the consideration and recommendation of director nominees Ali Bouzarif, Kevin Gold and Sanford Litvack. In accordance with Nasdaq Rule 5605(e)(1)(A), all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to be appointed at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to the board should follow the procedures set forth in our amended and restated memorandum and articles of association. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. **Compensation Committee Interlocks and Insider Participation** None of our executive officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors. **Code of Ethics; Committee Charters** We have adopted a code of ethics applicable to our directors, officers and employees. We have filed a copy of our code of ethics, our audit committee charter and our compensation committee charter as exhibits to the registration statement for our initial public offering. You are able to review these documents by accessing our public filings at the SECs web site at*www.sec.gov*. In addition, a copy of the code of ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our code of ethics in a Current Report on Form 8-K. Copies of our code of ethics, our audit committee charter and our compensation committee are available on our corporate website, https://www.cartesiangrowth.com/cgc3, under the*Investor Relations Governance Documents*section. The information contained on or accessible through our corporate website or any other website that we may maintain is not incorporated by reference into this report. **Insider Trading Policy** We have an insider trading policy governing the purchase, sale, and other dispositions of our securities that applies to our directors, employees and other individuals. The policy generally prohibits the purchase, sale or trade of our securities with the knowledge of material nonpublic information. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to our company. 65 [Table of Contents](#TOC) **Item 11. Executive Officer and Director Compensation** None of our executive officers or directors have received any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our initial shareholders, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including: | | repayment of up to an aggregate of $250,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; | | | | reimbursement for office space, utilities and secretarial and administrative support made available to us by our sponsor, in an amount equal to $10,000 per month; | | | | payment of consulting, success or finder fees to our initial shareholders, officers or directors, or our or their affiliates, in connection with the consummation of our initial business combination; | | | | we may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; | | | | reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and | | | | repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender, which conversion may result in material dilution to our public shareholders. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. | | After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our managements motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. **Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters** The following table sets forth information regarding the beneficial ownership of our ordinary shares as of March 18, 2026, by: | | each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; | | 66 [Table of Contents](#TOC) | | each of our executive officers and directors; and | | | | all our executive officers and directors as a group. | | Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record of beneficial ownership of any Class A ordinary shares issuable upon exercise of outstanding warrants as such warrants are not exercisable within 60 days of the date of this report. Unless otherwise indicated below, we have based our calculation of the percentage of beneficial ownership on 34,500,000 ordinary shares issued and outstanding, consisting of 27,600,000 Class A ordinary shares and 6,900,000 Class B ordinary shares. | | | | | | | | | | | | | | | | | ClassAOrdinaryShares | | ClassBOrdinaryShares(2) | | Approximate | | | | | | Amountand | | | | Amountand | | | | Percentageof | | | | | | Natureof | | Approximate | | Natureof | | Approximate | | Outstanding | | | | | | Beneficial | | Percentage | | Beneficial | | Percentage | | Ordinary | | | | Name and Address of Beneficial Owner(1) | | Ownership | | ofClass | | Ownership | | ofClass | | Shares | | | | Executive Officers and Directors | | | | | | | | | | | | | | Peter Yu(3) | | | | | | 6,900,000 | | 100 | % | 20 | % | | | Rafael de Luque | | | | | | | | | | | | | | Ali Bouzarif | | | | | | | | | | | | | | Kevin Gold | | | | | | | | | | | | | | Sanford Litvack | | | | | | | | | | | | | | All directors and executive officers as a group (5 individuals) | | | | | | 6,900,000 | | 100 | % | 20 | % | | | Five Percent Holders | | | | | | | | | | | | | | CGC III Sponsor LLC(3) | | | | | | 6,900,000 | | 100 | % | 20 | % | | | Tenor Opportunity Master Fund, Ltd.(4) | | 1,489,236 | | 5.4 | % | | | | | 4.3 | % | | | Picton Mahoney Asset Management(5) | | 1,400,000 | | 5.1 | % | | | | | 4.1 | % | | | The Goldman Sachs Group, Inc.(6) | | 2,294,432 | | 8.3 | % | | | | | 6.7 | % | | | Highbridge Capital Management, LLC(7) | | 2,000,000 | | 7.2 | % | | | | | 5.8 | % | | | Fort Baker Capital Management LP(8) | | 2,529,121 | | 9.2 | % | | | | | 7.3 | % | | | (1) | Unless otherwise noted, the business address of each of the following is c/o Cartesian Growth Corporation III, 505 Fifth Avenue, 15th Floor, New York, New York 10017. | | | (2) | Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment. | | | (3) | Represents 6,800,000 shares held directly by the sponsor and 100,000 shares held directly by DirectorCo (of which 90,000 shares are held by DirectorCo for the benefit of the companys independent directors). The sponsor is the sole managing member of DirectorCo. Pangaea Three-B, LP (Pangaea) is the sole member of the Sponsor and is controlled by Peter Yu. Consequently, each of Pangaea and Mr. Yu may be deemed to share voting and dispositive control over the securities held by the sponsor and DirectorCo, and thus to share beneficial ownership of such securities. Each of Pangaea and Mr. Yu disclaims beneficial ownership of such securities except to the extent of its or his pecuniary interest therein. | | | (4) | According to a Schedule 13G jointly filed with the SEC on May 30, 2025 by (i) Tenor Capital Management Company, L.P. (Tenor Capital); (ii) Tenor Opportunity Master Fund, Ltd. (Master Fund) and (iii) Robin Shah. Tenor Capital serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. By virtue of these relationships, each of Tenor Capital, Master Fund and Mr. Shah may be deemed to have shared voting and dispositive power with respect to the shares reported herein and owned directly by the Master Fund. Each of Tenor Capital, Master Fund and Mr. Shah disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein. The principal business address of Tenor Capital, Master Fund and Mr. Shah is 810 Seventh Avenue, Suite 1905, New York, NY 10019. | | | (5) | According to a Schedule 13G/A filed with the SEC on January 12, 2026 by Picton Mahoney Asset Management (Picton). The principal business address of Picton is 33 Yonge Street, #320, Toronto, ON M5E 1G4. | | | (6) | According to a Schedule 13G/A jointly filed with the SEC on February 12, 2026 by (i) The Goldman Sachs Group, Inc. and (ii) Goldman Sachs & Co. LLC. The principal business address of The Goldman Sachs Group, Inc. is 200 West Street New York, NY 10282 and the principal business address of Goldman Sachs & Co. LLC is 200 West Street New York, NY 10282. | | 67 [Table of Contents](#TOC) | (7) | According to a Schedule 13G/A filed with the SEC on February 17, 2026 by Highbridge Capital Management, LLC (Highbridge). The principal business address of Highbridge is 390 Madison Avenue, 28th Floor, New York, NY 10017. | | | (8) | According to a Schedule 13G/A jointly filed with the SEC on February 17, 2026 by (i) Fort Baker Capital Management LP (Fort Baker); (ii) Steven Patrick Pigott (Mr. Pigott); and (iii) Fort Baker Capital, LLC (Fort Baker Capital). Mr. Pigott serves as the limited partner/chief investment officer for Fort Baker. Fort Baker Capital acts as general partner for Fort Baker. By virtue of these relationships, each of Fort Baker, Fort Baker Capital and Mr. Pigott may be deemed to have shared voting and dispositive power with respect to the shares reported herein and owned directly by Fort Baker. Each of Fort Baker, Fort Baker Capital and Mr. Pigott disclaims beneficial ownership of the shares reported herein except to the extent of his or its pecuniary interest therein. The principal business address of Fort Baker, Fort Baker Capital and Mr. Pigott is 700 Larkspur Landing Circle, Suite 275, Larkspur, CA 94939. | | **Item 13. Certain Relationships and Related Transactions, and Director Independence** **Founder Shares** On November 12, 2024, we issued an aggregate of 5,750,000 founder shares to the Sponsor and DirectorCo for a total subscription price of $25,000, or approximately $0.004 per share. On May 1, 2025, pursuant to a share recapitalization, we issued an additional 1,150,000 founder shares to the sponsor, resulting in the companys initial shareholders holding an aggregate of 6,900,000 founder shares. Our sponsor and Cantor purchased an aggregate of 6,800,000 private placement warrants at a price of $1.00 per warrant ($6,800,000 in the aggregate), in a private placement that occurred simultaneously with the closing of our initial public offering. Among the private placement warrants, 4,400,000 warrants were purchased by our sponsor and 2,400,000 warrants were purchased by Cantor. Each private placement warrant is exercisable for one Class A ordinary share at $11.50 per share. Prior to or in connection with the completion of our initial business combination, there may be payment by the company to our initial shareholders, officers or directors, or our or their affiliates, of a finders fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account. Additionally, our initial shareholders, officers or directors, or our or their affiliates, will be entitled to reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. Our audit committee will review on a quarterly basis all payments that were made to our initial shareholders, officers, directors, or our or their affiliates. **Promissory Note** Our sponsor agreed to loan us up to $250,000 to be used for a portion of the expenses of the initial public offering. The loan was non-interest bearing, unsecured and was due at the earlier of May 31, 2025 or the closing of the initial public offering. The Sponsor Promissory Note was repaid upon the consummation of the initial public offering. **Administrative Services Agreement** Commencing on May1, 2025, the effective date of the registration statements for the Initial Public Offering, we entered into an agreement with the sponsor to pay an aggregate of $10,000 permonth for office space, utilities, and secretarial and administrative support. For the year ended December 31, 2025, we incurred $80,000, in fees for these services, of which $50,000 was paid. As of December 31, 2025 and 2024, we had accrued $30,000 and $0 on our balance sheets, respectively. 68 [Table of Contents](#TOC) **Related Party Policy** The audit committee of our board of directors has adopted a policy setting forth the policies and procedures for its review and approval or ratification of related party transactions. A related party transaction is any consummated or proposed transaction or series of transactions: (i)in which the company was or is to be a participant; (ii)the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the companys total assets at year-end for the prior two completed fiscalyears in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii)in which a related party had, has or will have a direct or indirect material interest. Related parties under this policy will include: (i)our directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii)any record or beneficial owner of more than 5% of any class of our voting securities; (iii)any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv)any other person who maybe a related person pursuant to Item404 of RegulationS-K under the ExchangeAct. Pursuant to the policy, the audit committee will consider (i)the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arms-length dealings with an unrelated third party, (ii)the extent of the related partys interest in the transaction, (iii)whether the transaction contravenes our code of ethics or other policies, (iv)whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v)if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a directors status as an independent member of the board and on his or her eligibility to serve on the boards committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our initial shareholders, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account: | | Repayment of up to an aggregate of $250,000 in loans made to us by our sponsor to cover offering-related and organizational expenses; | | | | Reimbursement for office space, utilities and secretarial and administrative support made available to us by our sponsor, in an amount equal to $10,000 per month; | | | | Payment of consulting, success or finder fees to our initial shareholders, officers or directors, or our or their affiliates, in connection with the consummation of our initial business combination; | | | | We may engage our sponsor or an affiliate of our sponsor as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions; | | | | Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination; and | | | | Repayment of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender, which conversion may result in material dilution to our public shareholders. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. | | Our audit committee will review on a quarterly basis all payments that were made to our initial shareholders, officers, directors, or our or their affiliates. 69 [Table of Contents](#TOC) **Director Independence** Nasdaq listing standards require that a majority of our board of directors be independent. An independent director is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the companys board of directors, would interfere with the directors exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of Ali Bouzarif, Kevin Gold and Sanford Litvack qualifies as an independent director as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. **Item 14. Principal Accountant Fees and Services****.** The firm of CBIZ CPAs P.C., or CBIZ, acts as our independent registered public accounting firm. The following is a summary of fees paid to CBIZ for services rendered. *Audit Fees*. During the year ended December 31, 2025 and for the period from October 29, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $102,000 and $0, respectively, for the services, respectively, CBIZ performed in connection with our initial public offering and the audit of our December 31, 2025 and 2024 financial statements included in this Annual Report on Form 10-K. *Audit-Related Fees*. During year ended December 31, 2025 and for the period from October 29, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements. *Tax Fees*. During year ended December 31, 2025 and for the period from October 29, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning. *All Other Fees*. During year ended December 31, 2025 and for the period from October 29, 2024 (inception) through December 31, 2024, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above. *Pre-Approval Policy* Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 70 [Table of Contents](#TOC) **PART IV** **Item 15. Exhibits and Financial Statement Schedules** (a)The following documents are filed as part of this Form 10-K: | (1) | Financial Statements: | | | | | | | | Page | | | Report of Independent Registered Public Accounting Firm | F-2 | | | Balance Sheets | F-3 | | | Statements of Operations | F-4 | | | Statements of Changes in Shareholders Deficit | F-5 | | | Statements of Cash Flows | F-6 | | | Notes to Financial Statements | F-7 F-22 | | | (2) | Financial Statement Schedules: | | None. | (3) | Exhibits | | | | | | | | Exhibit No. | | Description | | | 2.1 | | Business Combination Agreement, dated as of December 17, 2025, by and among Cartesian Growth Corporation III, Fenway MS, Inc., and Factorial Inc. (incorporated by reference to Exhibit 2.1 to the Registrants Current Report on Form 8-K, filed with the SEC on December 18, 2025). | | | 3.1 | | Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Registrants Current Report on Form 8-K, filed with the SEC on May 7, 2025). | | | 4.1 | | Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registrants Registration Statement on Form S-1, filed with the SEC on January 29, 2025). | | | 4.2 | | Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registrants Registration Statement on Form S-1, filed with the SEC on January 29, 2025). | | | 4.3 | | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registrants Registration Statement on Form S-1, filed with the SEC on January 29, 2025). | | | 4.4 | | Warrant Agreement, dated May 1, 2025, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Registrants Current Report on Form 8-K, filed with the SEC on May 7, 2025). | | | 4.5* | | Description of Securities of the Registrant | | | 10.1 | | Letter Agreement, dated May 1, 2025, between the Company and CGC III Sponsor LLC (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed with the SEC on May 7, 2025). | | | 10.2 | | Letter Agreement, dated May 1, 2025, between the Company, CGC III Sponsor DirectorCo LLC and each director and executive officer of the Company (incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K, filed with the SEC on May 7, 2025). | | | 10.3 | | Investment Management Trust Agreement, dated May 1, 2025, between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K, filed with the SEC on May 7, 2025) | | | 10.4 | | Registration Rights Agreement, dated May 1, 2025, among the Company and certain security holders (incorporated by reference to Exhibit 10.4 to the Registrants Current Report on Form 8-K, filed with the SEC on May 7, 2025) | | | 10.5 | | Private Placement Warrants Purchase Agreement, dated May 1, 2025, between the Company and CGC III Sponsor LLC (incorporated by reference to Exhibit 10.5 to the Registrants Current Report on Form 8-K, filed with the SEC on May 7, 2025) | | 71 [Table of Contents](#TOC) | 10.6 | | Private Placement Warrants Purchase Agreement, dated May 1, 2025, between the Company and Cantor Fitzgerald & Co. (incorporated by reference to Exhibit 10.6 to the Registrants Current Report on Form 8-K, filed with the SEC on May 7, 2025) | | | 10.7 | | Administrative Services Agreement, dated May 1, 2025, between the Company and CGC III Sponsor LLC (incorporated by reference to Exhibit 10.7 to the Registrants Current Report on Form 8-K, filed with the SEC on May 7, 2025) | | | 10.8 | | Form of Indemnity Agreement (incorporated by reference to Exhibit 10.8 to the Registrants Current Report on Form 8-K, filed with the SEC on May 7, 2025) | | | 10.9 | | Sponsor Support Agreement, dated as of December 17, 2025, by and among Cartesian Growth Corporation III, CGC III Sponsor LLC and Factorial Inc. (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K, filed with the SEC on December 18, 2025). | | | 10.10 | | Form of Stock Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Registrants Current Report on Form 8-K, filed with the SEC on December 18, 2025). | | | 19.1* | | Insider Trading Policy. | | | 31.1* | | Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a). | | | 31.2* | | Certification of Chief Financial Officer (Principal Financial and Accounting Officer) required by Rule 13a-14(a) or Rule 15d-14(a). | | | 32.1** | | Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | | | 32.2** | | Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350. | | | 97.1* | | Cartesian Growth Corporation III Executive Officer Clawback Policy. | | | 101.INS* | | XBRL Instance Document | | | 101.SCH* | | XBRL Taxonomy Extension Schema | | | 101.CAL* | | XBRL Taxonomy Calculation Linkbase | | | 101.LAB* | | XBRL Taxonomy Label Document | | | 101.PRE* | | XBRL Definition Linkbase Document | | | 101.DEF* | | XBRL Definition Linkbase Document | | | 104 | | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | | * Filed herewith ** Furnished herewith Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. **Item 16. Form 10-K Summary** None. 72 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III INDEX TO FINANCIAL STATEMENTS | Report of Independent Registered Public Accounting Firm (PCAOB ID Number 199) | | F-2 | | | Financial Statements: | | | | | Balance Sheets as of December 31, 2025 and 2024 | | F-3 | | | Statements of Operations for the year ended December 31, 2025 and for the period from October 29, 2024 (Inception) Through December 31, 2024 | | F-4 | | | Statements of Changes in Shareholders Deficit for the year ended December 31, 2025 and for the period from October 29, 2024 (Inception) Through December 31, 2024 | | F-5 | | | Statements of Cash Flows for the year ended December 31, 2025 and for the period from October 29, 2024 (Inception) Through December 31, 2024 | | F-6 | | | Notes to Financial Statements | | F-7 to F-22 | | F-1 [Table of Contents](#TOC) **Report of Independent Registered Public Accounting Firm** To the Shareholders and Board of Directors of Cartesian Growth Corporation III **Opinion on the Financial Statements** We have audited the accompanying balance sheets of Cartesian Growth Corporation III (the Company) as of December 31, 2025 and 2024, the related statements of operations, changes in shareholders deficit and cash flows for the year ended December 31, 2025 and for the period from October 29, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, based on our audits, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from October 29, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. **Explanatory Paragraph Going Concern** The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 2 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities within 24 months from the closing of the Companys initial public offering. The Company entered into a business combination agreement with a business combination target on December 17, 2025; however, the completion of this transaction is subject to the approval of the Companys shareholders among other conditions. There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction Additionally, the Company lacks the Capital resources that are needed to fund its operations for a reasonable period of time, which is generally considered to be one year from the issuance of the financial statements. These matters raise substantial doubt about the Companys ability to continue as a going concern. These matters raise substantial doubt about the Companys ability to continue as a going concern. Managements plans with regard to these matters are also described in Note 2. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ CBIZ CPAs P.C. We have served as the Companys auditor since 2025. Houston, TX March 20, 2026 F-2 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III BALANCE SHEETS | | | | | | | | | | | | December31, | | December31, | | | | | 2025 | | 2024 | | | Assets | | | | | | | | | Current assets | | | | | | | | | Cash | | $ | 624,163 | | $ | | | | Prepaid insurance - current | | | 112,307 | | | | | | Prepaid expenses | | | 3,669 | | | 3,202 | | | Total current assets | | | 740,139 | | | 3,202 | | | Deferred offering costs | | | | | | 263,676 | | | Prepaid insurance long term | | | 37,435 | | | | | | Investments held in Trust Account | | | 283,377,276 | | | | | | Total Assets | | $ | 284,154,850 | | $ | 266,878 | | | | | | | | | | | | Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders Deficit | | | | | | | | | Current Liabilities | | | | | | | | | Accrued offering costs | | $ | 75,000 | | $ | 242,872 | | | Accrued expenses | | | 759,869 | | | | | | Promissory note related party | | | | | | 41,626 | | | Total current liabilities | | | 834,869 | | | 284,498 | | | Deferred underwriting fee | | | 13,140,000 | | | | | | Total Liabilities | | | 13,974,869 | | | 284,498 | | | | | | | | | | | | Commitments and Contingencies (Note 6) | | | | | | | | | Class A ordinary shares subject to possible redemption, 27,600,000 and 0 shares at redemption value of approximately $10.27 and $0 per share as of December 31, 2025 and 2024, respectively | | | 283,377,276 | | | | | | | | | | | | | | | Shareholders Deficit | | | | | | | | | Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | | | | | | | | | Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (excluding 27,600,000 and 0 shares subject to possible redemption as of December 31, 2025 and 2024, respectively) | | | | | | | | | Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of December 31, 2025 and 2024 | | | 690 | | | 690 | | | Additional paid-in capital | | | | | | 24,310 | | | Accumulated deficit | | | (13,197,985) | | | (42,620) | | | Total Shareholders Deficit | | | (13,197,295) | | | (17,620) | | | Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders Deficit | | $ | 284,154,850 | | $ | 266,878 | | The accompanying notes are an integral part of these financial statements. F-3 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III STATEMENTS OF OPERATIONS | | | | | | | | | | | | | | | For the Period | | | | | | | | from October 29, | | | | | | | | 2024 | | | | | For the | | (Inception) | | | | | Year Ended | | through | | | | | December31, | | December31, | | | | | 2025 | | 2024 | | | General and administrative costs | | $ | 1,158,207 | | $ | 42,620 | | | Loss from operations | | | (1,158,207) | | | (42,620) | | | | | | | | | | | | Other income: | | | | | | | | | Interest earned on investments held in Trust Account | | | 7,377,276 | | | | | | Other income, net | | | 7,377,276 | | | | | | | | | | | | | | | Net income (loss) | | $ | 6,219,069 | | $ | (42,620) | | | | | | | | | | | | Basic weighted average shares outstanding, Class A ordinary shares subject to redemption | | | 18,197,802 | | | | | | | | | | | | | | | Basic and diluted net income per share, Class A ordinary shares subject to redemption | | $ | 0.25 | | $ | | | | | | | | | | | | | Basic weighted average shares outstanding, Class B ordinary shares | | | 6,593,407 | | | 6,900,000 | | | | | | | | | | | | Basic net income (loss) per share, Class B ordinary shares | | $ | 0.25 | | $ | (0.01) | | | | | | | | | | | | Diluted weighted average shares outstanding, Class B ordinary shares | | | 6,900,000 | | | 6,900,000 | | | | | | | | | | | | Diluted net income (loss) per share, Class B ordinary shares | | $ | 0.25 | | $ | (0.01) | | The accompanying notes are an integral part of these financial statements. F-4 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III STATEMENTS OF CHANGES IN SHAREHOLDERS DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2025 AND **FOR THE PERIOD FROM OCTOBER 29, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024** | | | | | | | | | | | | | | | | | | | | ClassB | | Additional | | | | | Total | | | | | OrdinaryShares | | Paid-in | | Accumulated | | Shareholders | | | | | Shares | | Amount | | Capital | | Deficit | | Deficit | | | Balance October 29, 2024 (inception) | | | | $ | | | $ | | | $ | | | $ | | | | | | | | | | | | | | | | | | | | | Class B ordinary shares issued to Sponsor | | 6,900,000 | | | 690 | | | 24,310 | | | | | | 25,000 | | | | | | | | | | | | | | | | | | | | Net loss | | | | | | | | | | | (42,620) | | | (42,620) | | | | | | | | | | | | | | | | | | | | Balance December 31, 2024 | | 6,900,000 | | | 690 | | | 24,310 | | | (42,620) | | | (17,620) | | | | | | | | | | | | | | | | | | | | Remeasurement of Class A ordinary shares to redemption amount | | | | | | | | (9,722,332) | | | (19,374,434) | | | (29,096,766) | | | | | | | | | | | | | | | | | | | | Sale of 6,800,000 Private Placement Warrants | | | | | | | | 6,800,000 | | | | | | 6,800,000 | | | | | | | | | | | | | | | | | | | | Fair Value of Public Warrants at issuance | | | | | | | | 3,132,600 | | | | | | 3,132,600 | | | | | | | | | | | | | | | | | | | | Allocated value of transaction costs to Class A shares | | | | | | | | (234,578) | | | | | | (234,578) | | | | | | | | | | | | | | | | | | | | Net income | | | | | | | | | | | 6,219,069 | | | 6,219,069 | | | | | | | | | | | | | | | | | | | | Balance December31,2025 | | 6,900,000 | | $ | 690 | | $ | | | $ | (13,197,985) | | $ | (13,197,295) | | The accompanying notes are an integral part of these financial statements. F-5 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III STATEMENTS OF CASH FLOWS | | | | | | | | | | | | | | | For the Period | | | | | | | | from October 29, | | | | | | | | 2024 | | | | | For the | | (Inception) | | | | | Year Ended | | Through | | | | | December31, | | December31, | | | | | 2025 | | 2024 | | | Cash Flows from Operating Activities: | | | | | | | | | Net income (loss) | | $ | 6,219,069 | | $ | (42,620) | | | Adjustments to reconcile net income (loss) to net cash used in operating activities: | | | | | | | | | Payment of operation costs through promissory note | | | 20,450 | | | 35,814 | | | Formation costs paid through issuance of Class B ordinary shares | | | | | | 6,806 | | | Interest earned on marketable securities held in Trust Account | | | (7,377,276) | | | | | | Changes in operating assets and liabilities: | | | | | | | | | Prepaid insurance | | | (112,307) | | | | | | Prepaid expenses | | | 23,131 | | | | | | Long term prepaid insurance | | | (37,435) | | | | | | Accrued expenses | | | 759,869 | | | | | | Net cash used in operating activities | | | (504,499) | | | | | | | | | | | | | | | Cash Flows from Investing Activities: | | | | | | | | | Investment of cash in Trust Account | | | (276,000,000) | | | | | | Net cash used in investing activities | | | (276,000,000) | | | | | | | | | | | | | | | Cash Flows from Financing Activities: | | | | | | | | | Proceeds from sale of Units, net of underwriting discounts paid | | | 271,200,000 | | | | | | Proceeds from sale of Private Placements Warrants | | | 6,800,000 | | | | | | Repayment of advances from related party | | | (37,433) | | | | | | Repayment of promissory note - related party | | | (250,000) | | | | | | Payment of offering costs | | | (583,905) | | | | | | Net cash provided by financing activities | | | 277,128,662 | | | | | | | | | | | | | | | Net Change in Cash | | | 624,163 | | | | | | Cash Beginning of period | | | | | | | | | Cash End of period | | $ | 624,163 | | $ | | | | | | | | | | | | | Non-Cash investing and financing activities: | | | | | | | | | Prepaid services contributed by Sponsor through promissory note - related party | | $ | 11,326 | | $ | | | | Remeasurement of Class A ordinary shares to redemption value | | $ | 29,096,766 | | $ | | | | Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares | | $ | | | $ | 12,790 | | | Deferred costs included in accrued offering costs | | $ | 371,503 | | $ | 242,872 | | | Deferred offering costs paid through promissory note related party | | $ | 176,598 | | $ | 5,812 | | | Deferred offering costs applied to prepaid expense | | $ | | | $ | 2,202 | | | Deferred underwriting fee payable | | $ | 13,140,000 | | $ | | | The accompanying notes are an integral part of these financial statements. F-6 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 NOTE1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Cartesian Growth Corporation III(the Company) is a blank check company incorporated as a Cayman Islands exempted corporation on October29, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the Business Combination). Prior to the consummation of its initial public offering (Initial Public Offering), the Company had not, nor had anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company. As of December 31, 2025, the Company has not commenced any operations. All activity for the period from October 29, 2024 (inception) through December 31, 2025 relates to the Companys formation and the Initial Public Offering, which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. Subsequent to the Initial Public Offering, the Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, which have been placed in the Trust Account. The Company has selected December 31 as its fiscal year end. The Companys Sponsor is CGC III Sponsor LLC (the Sponsor). The registration statements for the Companys Initial Public Offering became effective on May1, 2025. On May5, 2025, the Company consummated the Initial Public Offering of 27,600,000 units (the Units), which includes the full exercise by the underwriters of their over-allotment option of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $276,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,800,000 Private Placement Warrants (the Private Placement Warrants) to the Sponsor and Cantor Fitzgerald& Co. (Cantor), the representative of the underwriters of the Initial Public Offering, at a price of $1.00 per warrant, generating gross proceeds of $6,800,000. Of those 6,800,000 Private Placement Warrants, the Sponsor purchased 4,400,000 Private Placement Warrants and Cantor purchased 2,400,000 Private Placement Warrants. Each Unit consists of one ClassA ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one ClassA ordinary share at a price of $11.50 per share. The Companys management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions). Transaction costs amounted to $18,821,468, consisting of $4,800,000 of cash underwriting fee, $13,140,000 of deferred underwriting fee and $881,468 of other offering costs. The Companys Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Actof1940, as amended (the Investment Company Act). There is no assurance that the Company will be able to successfully effect a Business Combination. F-7 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 Following the closing of the Initial Public Offering on May5, 2025, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Warrants, was placed in a trust account (the Trust Account) and initially invested only in U.S.government treasury obligations with a maturity of 185days or less or in money market funds meeting certain conditions under Rule2a-7under the Investment Company Act which invest only in direct U.S.government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management teams ongoing assessment of all factors related to the Companys potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i)the completion of the Companys initial Business Combination, (ii)the redemption of the Companys public shares if the Company is unable to complete the initial Business Combination within 24months from the closing of the Initial Public Offering, or by such earlier date as the Companys board of directors may approve, or such other time period in which the Company must complete an initial Business Combination pursuant to an amendment to the Companys amended and restated memorandum and articles of association (the Articles) approved by the Companys shareholders (the Completion Window), subject to applicable law, or (iii)the redemption of the Companys public shares properly submitted in connection with a shareholder vote to amend the Articles to (A)modify the substance or timing of the Companys obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Companys public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B)with respect to any other material provisions relating to shareholders rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Companys creditors, if any, which could have priority over the claims of the Companys public shareholders. The Company will provide the Companys public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i)in connection with a general meeting called to approve the initial Business Combination or (ii)without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of twobusinessdays prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then-outstanding public shares. The amount in the Trust Account is initially anticipated to be $10.00 per public share. The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic480, Distinguishing Liabilities from Equity. The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company willas promptly as reasonably possible but not more than tenbusinessdays thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable, but without deduction for any excise or similar tax that may be due or payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders rights as shareholders (including the right to receive further liquidating distributions, if any), subject to the Companys obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. F-8 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 The Sponsor, CGC III Sponsor DirectorCo LLC (DirectorCo), and the Companys officers and directors have entered into letter agreements with the Company, pursuant to which they have agreed to (i)waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii)waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Articles; (iii)waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv)vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule14e-5 under the Securities Exchange Act of 1934, as amended (the ExchangeAct), which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company (except for the Companys independent registered public accounting firm), or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i)$10.00 per public share and (ii)the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable (but without deduction for any excise or similar tax that may be due or payable), provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Companys indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Actof1933, as amended (the Securities Act). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsors only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. NOTE2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES **Basis of Presentation** The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the SEC). **Liquidity and Capital Resources and Going Concern** The Companys liquidity needs up to December31, 2025 had been satisfied through the loan from the Sponsor under an unsecured promissory note (the Sponsor Promissory Note) of up to $250,000 (see Note5). As of December31, 2025, the Company had $624,163 cash and a working capital deficit of $94,730. In order to fund finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required (Working Capital Loans). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December31, 2025 and 2024, the Company had no borrowings under the Working Capital Loans. F-9 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 In connection with the Companys assessment of going concern considerations in accordance with Accounting Standards Codification (ASC) 205-40, Presentation of Financial Statements- Going Concern, management has determined that the Companys liquidity condition raises substantial doubt about the Companys ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Window. **Segment Reporting** The Company complies with ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements. The Company adopted ASU 2023-07 on January 1, 2024. The amendments will be applied retrospectively to all prior periods presented in the accompanying financial statements (see Note 9). **Emerging Growth Company Status** The Company is an emerging growth company, as defined in Section2(a)of the Securities Act, as modified by the Jumpstart Our Business Startups Actof2012 (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section102(b)(1)of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ExchangeAct) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Companys financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. **Use of Estimates** The preparation of the financial statements in conformity with GAAP requires the Companys management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. **Cash and Cash Equivalents** The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $624,163 and $0 in cash and no cash equivalents as of December 31, 2025 and 2024, respectively. F-10 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 **Investments Held in Trust Account** As of December 31, 2025, the assets held in the Trust Account, amounting to $283,377,276, were held in mutual funds primarily invested in U.S. Treasury Bills with a maturity of 185 days or less. At December 31, 2024, there were no assets held in the Trust Account. Investments held in the Trust Account are presented at fair value at each balance sheet date, with unrealized gains and losses resulting from changes in fair value included in earnings as a component of interest and dividend income earned on investments held in the Trust Account in the accompanying statements of operations. **Concentration of Credit Risk** Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Companys financial condition, results of operations, and cash flows. **Offering Costs** The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering. Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, Debt with Conversion and Other Options, addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the relative fair value method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the public warrants and Private Placement Warrants were charged to shareholders deficit as public warrants and Private Placement Warrants after managements evaluation were accounted for under equity treatment. **Fair Value of Financial Instruments** The fair value of the Companys assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. **Income Taxes** The Company accounts for income taxes under ASC Topic740, Income Taxes, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Companys management determined that the Cayman Islands is the Companys major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. F-11 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the UnitedStates. As such, the Companys tax provision was zero for the periods presented. **Class A Ordinary Shares Subject to Possible Redemption** The public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Companys liquidation, or if there is a shareholder vote or tender offer in connection with the Companys initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and then to accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders deficit section of the Companys balance sheet. As of December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: | | | | | | | Gross proceeds | | $ | 276,000,000 | | | Less: | | | | | | Proceeds allocated to public warrants | | | (3,132,600) | | | Class A ordinary shares issuance costs | | | (18,586,890) | | | Plus: | | | | | | Remeasurement of carrying value to redemption value | | | 29,096,766 | | | Class A ordinary shares subject to possible redemption, December31,2025 | | $ | 283,377,276 | | **Warrant Instruments** The Company accounted for the public warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic815, Derivatives and Hedging. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values. **Net Income (Loss) per Ordinary Share** The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income (loss) per ordinary share is computed by dividing net income by the weighted average number of shares of ordinary shares outstanding for the period. The Company has two classes of ordinary shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class A and Class B ordinary shares. Remeasurement associated with the redeemable shares of Class A ordinary shares is excluded from income (loss) per ordinary share as the redemption value approximates fair value. The calculation of diluted income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 20,600,000 Class A Ordinary Shares in the aggregate. As of December 31, 2025 and 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company. F-12 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts): | | | | | | | | | | | | | | | | | | | | | | | | For the period from October 29, | | | | | For the year ended | | 2024 (Inception) through | | | | | December31,2025 | | December31,2024 | | | | | | | | Non- | | | | | Non- | | | | | Redeemable | | redeemable | | Redeemable | | redeemable | | | | | Class A | | Class B | | Class A | | Class B | | | Basic net income (loss) per ordinary share | | | | | | | | | | | | | | | Numerator: | | | | | | | | | | | | | | | Allocation of net income (loss) | | $ | 4,565,061 | | $ | 1,654,008 | | $ | | | $ | (42,620) | | | Denominator: | | | | | | | | | | | | | | | Basic weighted average shares outstanding | | | 18,197,802 | | | 6,593,407 | | | | | | 6,900,000 | | | Basic net income (loss) per ordinary share | | $ | 0.25 | | $ | 0.25 | | $ | | | $ | (0.01) | | | | | | | | | | | | | | | | | | | | | | | | | | For the period from October 29, | | | | | For the year ended | | 2024 (Inception) through | | | | | December31,2025 | | December31,2024 | | | | | | | | Non- | | | | | Non- | | | | | Redeemable | | redeemable | | Redeemable | | redeemable | | | | | Class A | | Class B | | Class A | | Class B | | | Diluted net income (loss) per ordinary share | | | | | | | | | | | | | | | Numerator: | | | | | | | | | | | | | | | Allocation of net income (loss) | | $ | 4,509,295 | | $ | 1,709,774 | | $ | | | $ | (42,620) | | | Denominator: | | | | | | | | | | | | | | | Diluted weighted average shares outstanding | | | 18,197,802 | | | 6,900,000 | | | | | | 6,900,000 | | | Diluted net income (loss) per ordinary share | | $ | 0.25 | | $ | 0.25 | | $ | | | $ | (0.01) | | **Recent Accounting Pronouncements** Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Companys financial statement. NOTE3. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering on May5, 2025, the Company sold 27,600,000Units, which includes a full exercise by the underwriters of their over-allotment option of 3,600,000 Units at a purchase price of $10.00 per Unit, generating gross proceeds of $276,000,000. Each Unit consists of one ClassA ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable 30days after the completion of the initial Business Combination and will expire fiveyears after the completion of the initial Business Combination, or earlier upon redemption or liquidation. **Warrants**As of December31, 2025, there were 20,600,000 warrants outstanding, including 13,800,000 public warrants and 6,800,000 Private Placement Warrants. At December 31, 2024, there were no warrants outstanding. Each whole warrant entitles the holder to purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30days after the completion of the initial Business Combination, and will expire at 5:00p.m., NewYork City time, fiveyears after the completion of the initial Business Combination or earlier upon redemption or liquidation. F-13 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 The Company will not be obligated to deliver any ClassA ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the ClassA ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a ClassA ordinary share upon exercise of a warrant unless the ClassA ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a Unit containing such warrant will have paid the full purchase price for the Unit solely for the ClassA ordinary share underlying such Unit. Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20businessdays after the closing of its initial Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Actofthe ClassA ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60businessdays following the Companys initial Business Combination and to maintain a current prospectus relating to the ClassA ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the ClassA ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) businessday after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section3(a)(9)of the Securities Act or another exemption. Notwithstanding the above, if the ClassA ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section18(b)(1)of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section3(a)(9)of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If the holders exercise their public warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of ClassA ordinary shares equal to the quotient obtained by dividing (x)the product of the number of ClassA ordinary shares underlying the warrants, multiplied by the excess of the fair market value of the ClassA ordinary shares over the exercise price of the warrants by (y)the fair market value. The fair market value is the average closing price of the ClassA ordinary shares for the 10tradingdays ending on the thirdtradingday prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable. *Redemption of Warrants When the Price per ClassA Ordinary Share Equals or Exceeds**$18.00*: The Company may redeem the outstanding warrants: | | in whole and not in part; | | | | at a price of $0.01 per warrant; | | | | upon a minimum of 30days prior written notice of redemption (the 30-day redemption period); and | | | | if, and only if, the closing price of the ClassA ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 tradingdays within a 30-trading day period commencing at least 30days after completion of the Companys initial Business Combination and ending three businessdays before the Company sends the notice of redemption to the warrant holders. | | F-14 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 In addition, if (x) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds (including from such issuances and from our initial public offering), and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (z) the volume weighted average trading price of our Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial business combination (such price, the Market Value) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price above be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Additionally, if the number of outstanding ClassA ordinary shares is increased by a share capitalization payable in ClassA ordinary shares, or by a subdivisionof ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivisionor similar event, the number of ClassA ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase ClassA ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of ClassA ordinary shares equal to the product of (i)the number of ClassA ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for ClassA ordinary shares) and (ii)the quotient of (x)the price per ClassA ordinary share paid in such rights offering and (y)the fair market value. For these purposes (i)if the rights offering is for securities convertible into or exercisable for ClassA ordinary shares, in determining the price payable for ClassA ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii)fair market value means the volume weighted average price of ClassA ordinary shares as reported during the ten (10)tradingday period ending on thetradingday prior to the first date on which the ClassA ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. NOTE4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering on May5, 2025, the Sponsor and Cantor purchased an aggregate of 6,800,000 Private Placement Warrants, each exercisable to purchase one ClassA ordinary share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $6,800,000. Of those 6,800,000 Private Placement Warrants, the Sponsor purchased 4,400,000 Private Placement Warrants and Cantor purchased 2,400,000 Private Placement Warrants. Each Private Placement Warrant entitles the registered holder to purchase one ClassA ordinary share at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants are identical to the public warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor, or their permitted transferees, the Private Placement Warrants (i)may not (including the ClassA ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30days after the completion of the initial Business Combination, (ii)will be entitled to registration rights and (iii)with respect to Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than fiveyears from the commencement of sales in our initial public offering in accordance with Financial Industry Regulatory Authority (FINRA) Rule5110(g)(8). F-15 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 The Sponsor, DirectorCo, and the Companys officers and directors have entered into letter agreements with the Company, pursuant to which they have agreed to (i)waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii)waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Articles (A)to modify the substance or timing of the Companys obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B)with respect to any other material provisions relating to shareholders rights or pre-initial Business Combination activity; (iii)waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv)vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule14e-5 under the ExchangeAct, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. NOTE5. RELATED PARTY TRANSACTIONS **Founder Shares** On November12, 2024, the Sponsor and DirectorCo made a capital contribution of an aggregate of $25,000, or approximately $0.004 per share, to cover certain of the Companys expenses, for which the Company issued an aggregate of 5,750,000 founder shares to the Sponsor and DirectorCo. On May1, 2025, pursuant to a share recapitalization, the Company issued an additional 1,150,000 founder shares to the Sponsor (with DirectorCo waiving its entitlement to be issued additional founder shares in connection therewith and directing the Company to issue its allotment to the Sponsor), resulting in the Companys initial shareholders holding an aggregate of 6,900,000 founder shares. On May2, 2025, the underwriters exercised their over-allotment option in full, which was settled as part of the closing of the Initial Public Offering. As a result of the underwriters election to fully exercise their over-allotment option, 900,000 founder shares are no longer subject to forfeiture by the Sponsor. The Companys initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any ClassA ordinary shares issued upon conversion thereof until the earlier to occur of (i)oneyear after the completion of the initial Business Combination or (ii)the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Companys shareholders having the right to exchange their ClassA ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Companys initial shareholders with respect to any founder shares (the Lock-up). Notwithstanding the foregoing, if the closing price of the ClassA ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20tradingdays within any 30-tradingday period commencing at least 150days after the initial Business Combination, the founder shares will be released from the Lock-up. **Promissory NoteRelated Party** The Sponsor had agreed to loan the Company an aggregate of up to $250,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of May31, 2025 or the closing of the Initial Public Offering. As of May5, 2025, the Company had borrowed $250,000 under the Sponsor Promissory Note and was simultaneously paid with the closing of the Initial Public Offering. Borrowings under the Sponsor Promissory Note are no longer available. **Administrative Services Agreement** Commencing on May1, 2025, the effective date of the registration statements for the Initial Public Offering, the Company entered into an agreement with the Sponsor to pay an aggregate of $10,000 permonth for office space, utilities, and secretarial and administrative support. For the year ended December31, 2025, the Company incurred $80,000, in fees for these services, of which $50,000 was paid. As of December 31, 2025 and 2024, the Company had accrued $30,000 and $0 on the balance sheet, respectively. F-16 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 **Related Party Loans** In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of December31, 2025 and 2024, no such Working Capital Loans were outstanding. **NOTE6. COMMITMENTS AND CONTINGENCIES** **Risks and Uncertainties** The UnitedStates and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing global conflicts in the Middle East, Europe, and Latin America. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S.companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. On July 4, 2025, the U.S. government enacted tax reform, commonly referred to as the One Big Beautiful Bill Act (OBBB). OBBB amends U.S. tax law, including provisions related to bonus depreciation, interest expense limitation, research and development, global intangible low-taxed income, foreign derived intangible income and base erosion and anti-abuse tax. The Company evaluated the provisions of the OBBB and determined that adoption of the new law did not have a material impact on its financial statements or related disclosures. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions, could adversely affect the Companys search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. **Registration Rights** The holders of the founder shares (and the ClassA ordinary shares issuable upon conversion of the founder shares), Private Placement Warrants (and the ClassA ordinary shares underlying such Private Placement Warrants), and private placement equivalent-warrants that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Companys securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on May1, 2025, the effective date of the registration statements for the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. Notwithstanding anything to the contrary, Cantor may only make a demand on one occasion and only during the five-year period beginning from the commencement of sales in the Initial Public Offering. In addition, Cantor may participate in a piggy-back registration only during the seven-year period beginning from the commencement of sales in the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. **Underwriting Agreement** The Company granted the underwriters a 45-day option from May1, 2025, the effective date of the registration statements for the Initial Public Offering, to purchase up to an additional 3,600,000Units to cover over-allotments, if any, at the Initial Public Offering price less F-17 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 underwriting discounts and commissions. On May2, 2025, the underwriters fully exercised their over-allotment option, closing on the 3,600,000 additional Units simultaneously with the Initial Public Offering. The underwriters were entitled to a cash underwriting discount of $4,800,000, which was paid in cash to the underwriters at the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 4.50% of the gross proceeds of the Initial Public Offering held in the Trust Account, other than the gross proceeds from Units sold pursuant to the underwriters over-allotment option, and 6.50% of the gross proceeds from Units sold pursuant to the underwriters over-allotment option, or $13,140,000 in the aggregate upon the completion of the Companys initial Business Combination subject to the terms of the underwriting agreement. On December 17, 2025, the Company entered into a Fee Modification Agreement with Cantor in connection with its contemplated business combination with Factorial Inc., pursuant to which Cantor agreed to modify the previously agreed $13,140,000 deferred underwriting commission. If the business combination with Factorial Inc. is consummated, the Company (or the target or successor) will pay Cantor a non-refundable modified deferred fee payable at closing equal to $3.75 million plus amounts based on the value of public shares not redeemed in the transaction, subject to an aggregate cap of $13.0 million. **Business****Combination****Agreement** On December 17, 2025, the Company, Fenway MS, Inc., a Delaware corporation (Merger Sub), and Factorial Inc., a Delaware corporation (Factorial), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the Business Combination Agreement). The Business Combination Agreement and the transactions contemplated thereby (the Business Combination) were unanimously approved by the boards of directors and special committees comprised of independent and disinterested members of the boards of directors of each of CGC and Factorial. The Business Combination is expected to close in mid-2026, following the receipt of the requisite approvals of CGC shareholders and Factorial stockholders and the fulfillment of other customary closing conditions. **Sponsor Support Agreement** Concurrently with the execution of the Business Combination Agreement, the Company, Sponsor and Factorial entered into the Sponsor Support Agreement (the Sponsor Support Agreement), pursuant to which the Sponsor, as a holder of the Companys Class B ordinary shares (the Sponsor Shares), has agreed to, among other things, (i) vote in favor of the Business Combination Agreement and the Business Combination, (ii) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to the Class B ordinary shares (whether resulting from the transactions contemplated by the Business Combination Agreement or otherwise), (iii) be bound by certain other covenants and agreements related to the Business Combination, (iv) be bound by certain transfer restrictions with respect to its shares in the Company prior to the closing of the Business Combination, (v) be subject to certain transfer restrictions provided in the New Factorial Bylaws, and (vi) waive redemption rights with respect to the Sponsor Shares, in each case, on the terms and subject to the conditions set forth in the Sponsor Support Agreement. **PIPE Financing** Concurrently with the execution of the Business Combination Agreement, the Company entered into a Stock Purchase Agreement (the Sponsor Stock Purchase Agreement) with an affiliate of the Sponsor (the Sponsor Investor) and a Stock Purchase Agreement (the Institutional Investor Stock Purchase Agreement, and together with the Sponsor Stock Purchase Agreement, Investor Stock Purchase Agreements) with a certain institutional investor (the Institutional Investor, and together with the Sponsor Investor, the PIPE Investors). Pursuant to the Investor Stock Purchase Agreements, the PIPE Investors agreed to subscribe for and purchase, and the Company agreed to issue and sell to the PIPE Investors, at the closing of the Business Combination, an aggregate of 9,927,184 shares of New Factorial Series A Common Stock, at an average subscription price of $10.08 per share (assuming a Redemption Price (as defined in the Companys certificate of incorporation) of $10.30 per share) for aggregate gross proceeds of $100,000,000 (the PIPE Financing). The Institutional Investor subscribed for 7,500,000 shares of New Factorial Series A Common Stock at a subscription price of $10.00 per F-18 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 share, and the Sponsor Investor subscribed for 2,427,184 shares of New Factorial Series A Common Stock (assuming a Redemption Price of $10.30 per share) at a subscription price equal to the Redemption Price. Pursuant to the Investor Stock Purchase Agreements, the Sponsor will transfer at the closing of the Business Combination (which transfer may be indirectly through forfeiture and reissuance) an aggregate of 750,000 shares of New Factorial Series A Common Stock to the Institutional Investor and 250,000 shares of New Factorial Series A Common Stock to the Sponsor Investor. The average subscription prices are $9.09 per share and $9.34 per share for the Institutional Investor and the Sponsor Investor, respectively, assuming a Redemption Price of $10.30 per share and taking into account the foregoing transfers from the Sponsor. **Registration Rights Agreement** In connection with the closing of the Business Combination, New Factorial (the resulting post-Closing entity, New Factorial), Sponsor, Cantor and certain stockholders of Factorial will enter into an amended and restated registration rights agreement (the Registration Rights Agreement). Pursuant to the Registration Rights Agreement, among other things, New Factorial will agree that, within 30 calendar days following the closing of the Business Combination, New Factorial will file with the SEC (at New Factorials sole cost and expense) a registration statement registering the resale of certain shares of New Factorial Series A Common Stock held by or issuable to the parties thereto (the Resale Registration Statement), and New Factorial will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will be entitled to customary piggyback registration rights and demand registration rights, including underwritten demands. NOTE 7. SHAREHOLDERS DEFICIT Preference SharesThe Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each. At December31, 2025 and 2024, there were no preference shares issued or outstanding. ClassA Ordinary SharesThe Company is authorized to issue a total of 200,000,000 ClassA ordinary shares at par value of $0.0001 each. At December31, 2025 and 2024, there were no shares of ClassA ordinary shares issued or outstanding, excluding the 27,600,000 and 0 shares subject to possible redemption, respectively. ClassB Ordinary SharesThe Company is authorized to issue a total of 20,000,000 ClassB ordinary shares at par value of $0.0001 each. On November12, 2024, the Company issued an aggregate of 5,750,000 ClassB ordinary shares to the Sponsor and DirectorCo for $25,000, or approximately $0.004 per share. On May1, 2025, pursuant to a share recapitalization, the Company issued an additional 1,150,000 founder shares to the Sponsor (with DirectorCo waiving its entitlement to be issued additional founder shares in connection therewith and directing the Company to issue its allotment to the Sponsor), resulting in the Companys initial shareholders holding an aggregate of 6,900,000 founder shares. On May2, 2025, the underwriters exercised their over-allotment option in full, which was settled as part of the closing of the Initial Public Offering. As a result of the underwriters election to fully exercise their over-allotment option, 900,000 founder shares are no longer subject to forfeiture by the Sponsor. The founder shares will automatically convert into ClassA ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional ClassA ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which ClassB ordinary shares convert into ClassA ordinary shares will be adjusted (unless the holders of a majority of the outstanding ClassB ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of ClassA ordinary shares issuable upon conversion of all ClassB ordinary shares will equal, in the aggregate, 20% of the sum of (i)the total number of all ClassA ordinary shares outstanding upon the completion of the Initial Public Offering (including any ClassA ordinary shares issued pursuant to the underwriters over-allotment option and excluding the ClassA ordinary shares underlying the Private Placement Warrants), plus (ii)all ClassA ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to the Companys officers or directors upon conversion of Working Capital Loans) minus (iii)any redemptions of ClassA ordinary F-19 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 shares by public shareholders in connection with an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis. Holders of record of the Companys ClassA ordinary shares and ClassB ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Articles or as required by the Companies Act (Revised) of the Cayman Islands, as the same may be amended from time to time, or stock exchange rules, an ordinary resolution under Cayman Islands law and the Articles, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company, is generally required to approve any matter voted on by the Companys shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company, and pursuant to the Articles, such actions include amending the Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Companys initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the ClassB ordinary shares will (i)have the right to vote on the appointment and removal of directors and (ii)be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the ClassA ordinary shares will not be entitled to vote on these matters during such time. These provisions of the Articles may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company. **NOTE 8. FAIR VALUE MEASUREMENTS** The fair value of the Companys financial assets and liabilities reflects managements estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: | Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | | | Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | | | Level 3: | Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. | | At December 31, 2025, investments held in the Trust Account were held in mutual funds primarily invested in U.S. Treasury Bills with a maturity of 185 days or less. The estimated fair values of investments held in Trust Account are determined using available market information. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. F-20 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 The following table presents information about the Companys assets and liabilities that are measured at fair value as of December 31, 2025 and 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: | | | | | | | | | | | | | | Level | | December31,2025 | | December31,2024 | | | Investments held in Trust Account | | 1 | | $ | 283,377,276 | | $ | | | The fair value of the public warrants was $3,132,600 or $0.227 per public warrant, and the fair value of the private placement warrants was $1,567,638 or $0.231 per private placement warrant. The fair value of both the public and private placement warrants was determined using Monte Carlo Simulation Model. Both instruments are classified within shareholders deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the public and private placement warrants: | | | | | | | | | | May5,2025 | | | | Volatility | | | 5.7 | % | | | Risk free rate | | | 3.79 | % | | | Market implied likelihood of completing a Business Combination | | | 17.2 | % | | | Share price | | $ | 9.886 | | | | Weighted terms (Yrs) | | | 2.86 | | | The market implied likelihood of completing a Business Combination was determined by analyzing the quoted market prices of the rights for similar companies that included rights in their units. The criteria used was: | | | | | | | | Criteria | | Low | | High | | | IPO proceeds ($M) | | 55 | | 250 | | | Warrant coverage | | | | 1 | | | Rights coverage (per unit) | | 0.05 | | 0.20 | | | Remaining months to complete | | 9 | | 22 | | NOTE 9. SEGMENT INFORMATION ASC Topic 280, Segment Reporting, establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Companys CODM, or group, in deciding how to allocate resources and assess performance. The Companys CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Companys performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: | | | | | | | | | | | | December31,2025 | | December31,2024 | | | Cash | | $ | 624,163 | | $ | | | | Investments held in Trust Account | | $ | 283,377,276 | | $ | | | F-21 [Table of Contents](#TOC) CARTESIAN GROWTH CORPORATION III NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 | | | | | | | | | | | | | | | | For the Period | | | | | | For the | | from October 29, 2024 | | | | | | Year Ended | | (Inception) Through | | | | | | December31,2025 | | December 31, 2024 | | | | General and administrative costs | | $ | 1,158,207 | | $ | 42,620 | | | | Interest earned on investments held in Trust Account | | $ | 7,377,276 | | $ | | | | General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Business Combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs are the significant segment expenses provided to the CODM on a regular basis. NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F-22 [Table of Contents](#TOC) SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | CARTESIAN GROWTH CORPORATION III | | | | | | | By: | /s/ Peter Yu | | | | Name: Peter Yu | | | | Title: Chief Executive Officer | | | | | | | Date: | March 20, 2026 | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Signature | | Title | | Date | | | | | | | | | | /s/ Peter Yu | Chief Executive Officer and | March 20, 2026 | | | Peter Yu | Chairman of the Board of Directors | | | (Principal Executive Officer) | | | | | | | | | | /s/ Rafael de Luque | Chief Financial Officer and Director | March 20, 2026 | | | Rafael de Luque | | | | | | | | | | /s/ Ali Bouzarif | Director | March 20, 2026 | | | Ali Bouzarif | | | | | | | | | | /s/ Kevin Gold | Director | March 20, 2026 | | | Kevin Gold | | | | | | | | | | /s/ Sanford Litvack | Director | March 20, 2026 | | | Sanford Litvack | | 73